Adobe Sign Mid-Market Terms and Conditions 2019v1 (APAC)
These terms apply to your use of the service listed on your sales order, ordering document, or other purchase confirmation (the “Service”). We may update these terms from time to time. If we do, we will notify you, and the updated terms will only be effective on your next license renewal period. If you do not agree to the updated terms, you may provide us with notice of your intent not to renew. Throughout these terms, we will refer to the person or entity licensing the Service as “you” or “your.” We will also refer to Adobe as “we” or “us”, and may refer to both you and Adobe as the “parties” or individually as a “party”.
2. License Grant.
Subject to your payment of fees and compliance with this Agreement, you may use those portions of the Service that we make available to you. This license is limited in duration, non-exclusive, non-sublicensable, and non-transferrable. Your license to use the Service begins on, and is deemed to be delivered to you on the later of: (1) the license term start date; or (2) the date we make the Service available to you.
3. License Restrictions.
3.1 You must not:
(A) use the Service in a way for which it was not intended, or in a way that, in our reasonable opinion, violates any applicable law;
(B) copy, distribute, sell, rent, lease, host, sub-license, allow the use of the Service by anyone other than you or by automated processing, or allow the use of the same login credential by two or more persons;
(C) remove, obscure, or alter any proprietary notices;
(D) place advertisements through the Service, or use the Service to annoy or harass any person;
(E) misrepresent your identity, or your affiliation with another person or entity;
(F) modify, create derivative works of, adapt, translate, reverse engineer, decompile, or otherwise attempt to discover the source code in the Service. However, this limitation does not apply to the extent it limits any non-waivable right you may have under applicable law.
3.2 Regional Service Limitations. The Service is currently restricted in certain countries, including mainland China and Russia, and you are not permitted to use the Service in such countries.
3.3 Content Files. You may use, display, modify, reproduce, and distribute the Adobe-provided sample files, such as fonts and templates (“Content Files”), but you must not distribute Content Files on a stand-alone basis, or claim any trademark rights in, or derivative works of, the Content Files.
3.4 Transactions. Your license may contain a Transaction limitation, which may be communicated to you in your ordering documentation, or on an Adobe website connected with your purchase. We may bill you for Transactions that exceed these limitations at our then-current Transaction rate. Unless otherwise specified, Transactions are aggregated among your licensed users.
4. General Restrictions and Requirements.
4.1 Modification. We will notify you before modifying or discontinuing the Service or portions of the Service. In the event we discontinue the Service in its entirety, we will provide you with a pro-rata refund of unused license fees.
4.2 Third-Party Providers. If you use features of the Service in conjunction with third party products, services, platforms, or data, whether resold to you by us or not, then you are responsible for complying with the terms and conditions required by the third party providers, and all such use is at your sole risk.
4.3 Third-Party Software Notices. The creators or third party licensors of certain public standards and publicly available code require that certain notices by passed through to you. These notices are located at www.adobe.com/products/eula/third_party/index.html (or a successor website). The inclusion of these third party notices does not limit our obligations to you under this Agreement.
4.4 Digital Certificates. Digital certificates are generally provided by third parties and not us. You are responsible for deciding whether to rely on a digital certificate, and your use of digital certificates is at your sole risk.
4.5 License to Customer Content. By using the Service, you will likely upload Customer Content, and collect Customer Content from your Recipients. You grant us a license to the Customer Content to the extent required for us to perform our obligations under this Agreement. Otherwise, you reserve all rights in the Customer Content.
4.6 Anonymous Data. Because the Service is a hosted service, we anonymously monitor how the Service is performing. Sometimes we aggregate this anonymous data and use it for various purposes, and you agree to this monitoring and aggregation. We may use automated tools to screen for certain types of illegal content or abusive behaviour. Otherwise, we do not monitor or access your Customer Content unless you ask us to access your Customer Content, if a Recipient asks us to access Customer Content the Recipient received, or if required by law.
4.7 Customer generated Spikes. You agree to work with Adobe to create a plan to manage any spikes in demand for system resources driven by you (“Spikes”). In the absence of such collaboration, you agree that Adobe may throttle or otherwise queue your Transactions to manage any such Spikes.
5. Customer Content.
5.1 Data Retention. In the event your license does not contain a limit on the amount of Customer Content you may store in the Service, we may create reasonable limitations on the amount of storage associated with your account. These limitations may include limits on file sizes, storage space, or other technical limitations. We will notify you before implementing or revising these limitations.
5.2 Configurable Controls. We make certain security controls available and configurable by you. It is your responsibility to determine what controls you need to use in order to comply with laws, standards, regulations, or obligations that you may have to your Recipients. You should know that once you send an Electronic Document for signature, or transfer an Electronic Document to a third-party provider, that Electronic Document leaves our servers, and our security controls no longer apply.
5.3 Service Availability. We will make the Service available to you according to the service level agreement available here: http://www.adobe.com/legal/service-commitments.html, or successor website. The remedies provided in the service level agreement are your only remedies if we fail to meet the applicable uptime percentage.
6. Privacy, Security, Confidentiality.
6.2 Confidentiality. Each receiving party will treat Confidential Information with reasonable care, and will not provide Confidential Information to anyone who does not need to know the Confidential Information, and is not bound by confidentiality terms at least as restrictive as this Agreement. The parties will only use Confidential Information for the purposes of performing their obligations, and as permitted under this Agreement. However, a receiving party may disclose Confidential Information: (a) if approved by the other party in writing; (b) if required by law; or (c) if necessary to establish the rights of either party. In the case of (b) and (c), the disclosing party will provide reasonable advance notice to the other party and provide reasonable assistance to limit the scope of the disclosure. We are free to use any residuals of Confidential Information that are retained in the memories of our representatives.
6.3 Security. We have implemented information security practices to help protect your Customer Content. For example, as of the date this Agreement is executed, the Service either complies with, or can be configured to comply with: ISO 27001, PCI DSS, SSAE 16 SOC 2, GLBA, FERPA, 21 CFR Part 11, and HIPAA. For more information, please see: http://www.adobe.com/security.html.
7.1 We warrant that the Service, as delivered to you, will substantially conform to the applicable Documentation during the license term, which may be updated from time to time. This warranty does not include any third-party services or integrations that are not under our exclusive control. You must notify us of a claim under this warranty within 30 days from the date the condition appeared. We may elect one of the following remedies, which are the only remedies available to you under this warranty: (1) repair or replacement of the defective portion of the Service; or (2) termination of your license and refund your unused fees. These warranty limitations apply to the maximum extent permitted by law.
7.2 Except for the express warranty provided above, and to the maximum extent permitted by law, we provide the Service on an “as is” basis. Adobe, its Affiliates, and third-party providers disclaim and make no other representation or warranty of any kind, express, implied or statutory, including representations, guarantees or warranties of merchantability, fitness for a particular purpose, title, non-infringement, or accuracy. You acknowledge that (A) neither Adobe, its Affiliates or its third party providers control your equipment or the transfer of data over communications facilities (including the Internet); and (B) the Service may be subject to limitations, interruptions, delays, cancellations, and other problems inherent in the use of communications facilities and online services.
We will defend third-party claims filed against you during the license term to the extent the claim alleges that the Service, as delivered to you, infringes the third party’s intellectual property, and the claim does not arise from your violation of this Agreement. However, you must: (1) promptly notify us in writing regarding the claim with reasonable specificity; (2) reasonably assist us in the defense or settlement of the claim; (3) provide us with the option to exclusively control and settle the claim; (4) not make any admissions about, or settlements of the claim without our written consent. You will reasonably cooperate with our requests to help mitigate damages from any claim. In the unlikely event that we reasonably believe that we are unable to mitigate actual or potential damages related to the claim, we may terminate your license and refund your unused fees.
Neither party will be liable to the other party for any special, indirect, consequential, incidental, punitive, or exemplary damages. The maximum aggregate liability for each party under or related to this Agreement is limited to the greater of $500,000.00 or two times the aggregate of fees paid or payable by you under the applicable ordering documentation. To be clear, this limitation applies to any and every possible source of damages suffered by either party related to this Agreement. This limitation on liability does not apply to your liability for claims arising out of use of the Service beyond the scope of any license granted under this Agreement or your failure to pay any amounts owing to Adobe under this Agreement.
10. Payment of Fees.
You must pay the fees according to the payment terms in this Agreement and the invoices. Invoices, if any, will be delivered electronically. Unless you reasonably believe we have incorrectly billed you, and you have notified us in writing before payment is due, you will pay our reasonable collection costs and interest on any unpaid amounts. Interest is calculated at a monthly rate equal to the lesser of 1% per month or the maximum rate permitted by law. Fees do not include applicable taxes, which you must pay.
11. Term and Termination.
11.1 Term. The license term ends on the date specified on your sales order or ordering documentation, unless: (1) earlier terminated pursuant to this Agreement; (2) your sales order or ordering documentation states that your license automatically renews; or (3) if a license term is not listed on your sales order or ordering documentation, your license term ends 12-months from the date your license term began.
11.2 Termination. If either party materially breaches this Agreement, the other party may provide 30-days written notice describing the breach. If the breach is not cured within 30 days after receiving such notice, the non-breaching party may immediately terminate this Agreement.
11.3 Effect of Termination. When this Agreement terminates or expires, your license to use the Service ends, and you must stop using the Service. We will keep your Customer Content for 30 days after your license ends, and during this period, you may access and download your Customer Content. After this period, we may delete your Customer Content permanently. You may also contact customer support to assist you in deleting Customer Content. Expiration or termination of this Agreement will not terminate certain provisions of this Agreement that, by their nature, survive termination of your license to use the Service.
12. General Provisions.
12.1 Entire Agreement. This Agreement contains the entire understanding of the parties relating to your license of the Service, and any related services. Unless specifically stated otherwise, this Agreement supersedes all prior agreements, understandings, proposals, discussions, negotiations, representations, and warranties, both written and oral. You will rely on your own legal counsel to determine where, whether, and how to use Adobe Sign for your particular purposes.
12.2 Assignment. You may not assign this Agreement without written permission from Adobe.
12.3 Governing Law. Unless prohibited by law: (1) this Agreement is governed by the laws of the State of California, without regard to any conflict of laws rules, and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods; and (2) any disputes regarding this Agreement will be brought in Santa Clara County, California. Both parties will comply with all applicable laws in their performance of this Agreement. To the extent necessary, either party may enforce its rights under this Agreement worldwide.
12.4 Force Majeure. With the exception of payment obligations, neither party is liable to the other if performance is prohibited or delayed by acts that are outside of the other party’s reasonable control.
12.5 Notices. Any notice given under this Agreement must be in writing by email to the following addresses: to us: ContractNotifications@adobe.com; and to you: at the email address we have on file for you, or your registered address.
12.6 Purchase Orders, Order of Precedence. If you send us a purchase order, or other documentation, any terms on that purchase order or documentation will not form a part of this Agreement, and will not be enforceable against us, even if we sign the purchase order or documentation. The only way to modify the terms of this Agreement is by an amendment signed by both parties. These terms prevail over any inconsistent terms included as part of this Agreement, or any other documentation, unless specifically stated otherwise.
12.7 Waiver, Severability. If either party fails to enforce a provision of this Agreement, it will not preclude that party from enforcing that provision in the future. If any provision of this Agreement is unenforceable, the remainder of this Agreement will remain in effect.
12.8 Counterparts. This Agreement may be executed in counterparts, and each part, taken together, constitutes the same Agreement. The parties agree that this Agreement may be signed by electronic signature, and copies of the electronic signature will be treated as originals.
12.9 Export Controls. The Service may be subject to trade control laws and regulations, and you agree to comply with these laws and regulations. More information may be found here: http://www.adobe.com/legal/compliance.html (or successor website).
12.10 Notice to Consumers in Australia. The Services come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. The Services also come with a 30-day limited warranty given by Adobe, as set out in this Agreement. If the Services do not provide the general features and functions described in the applicable Documentation, in the 30-day period after delivery of the Services, you must call the Adobe Customer Support Department at 1800614863 with details of the Services, serial number and proof of purchase. The benefits under this warranty are in addition to other rights and remedies you may have at law.
13.1 “Affiliate” means any other entity that controls, is controlled by, or under common control of a party. For this definition, “control” means the ability to direct the affairs of another entity through at least 50% of the shares, voting rights, or economic interests of the entity.
13.2 “Adobe” means either Adobe Inc., or the Adobe entity that executes this Agreement.
13.3 “Agreement” means these license terms, the sales order or ordering documentation (if applicable), any terms incorporated into these license terms, and any other terms Adobe attaches to these terms. Any distributed code, including APIs and SDKs are subject to additional terms.
13.4 “Confidential Information” means non-public or proprietary information about a disclosing party’s business related to technical, commercial, financial, employee, or planning information that is disclosed by the disclosing party to the other party in connection with this Agreement, and is (A) identified in writing as confidential at the time of disclosure, whether in printed, textual, graphic, or electronic form; (B) Customer Content; or (C) disclosed in non-tangible form, identified as confidential at the time of disclosure, summarized in a writing labeled as “confidential”, and delivered to the receiving party within 15 days after disclosure. “Confidential Information” does not include information that: (1) has become public knowledge through no fault of the receiving party; (2) was known to the receiving party, free of any confidentiality obligations, before its disclosure by the disclosing party; (3) becomes known to the receiving party, free of any confidentiality obligations, from a source other than the disclosing party; or (4) is independently developed by the receiving party without use of Confidential Information.
13.5 “Customer Content” means any material, including audio, video, text, or images, that is imported into the Service by you or by your Recipients in connection with your use of the Service.
13.6 “Documentation” means the applicable technical specification and usage documentation for the Service as such materials are made generally available on www.adobe.com. “Documentation” does not include any third-party content posted to www.adobe.com, content published in user forums hosted or moderated by Adobe, content related to any future functionality, or communications exchanged between you and Adobe, unless such communications are specifically incorporated by reference within the applicable ordering documentation.
13.7 “Electronic Document” means any electronic information, often containing Customer Content, that you send for electronic signature from the Service.
13.8 “Recipient” means a person or entity that receives an Electronic Document through the Service, including as an approver, signer, by being copied on a Transaction, or otherwise.
13.9 A “Transaction” occurs each time an Electronic Document, or collection of related Electronic Documents up to 10 MB or 100 pages are sent to a Recipient through the Service.