Acrobat Sign Mid-Market Terms and Conditions 2020v1 (APAC)

1. Introduction.

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 licence 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. Licence 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 licence is limited in duration, non-exclusive, non-sublicensable and non-transferrable. Your licence to use the Service begins on and is deemed to be delivered to you on the later of: (1) the licence term start date; or (2) the date we make the Service available to you.

3. Licence 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-licence, allow the use of the Service by anyone other than you or by automated processing or allow the use of the same log in credential by two or more people;

(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 licence 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 licence 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 Licence to Customer Content. By using the Service, you will likely upload Customer Content and collect Customer Content from your Recipients. You grant us a licence 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 licence 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.

6.1 Privacy. Information we receive from you, including Customer Content, is subject to our privacy policy (including the electronic signature services terms), which you can find here: http://www.adobe.com/privacy/policy.html (or successor website). 

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. Warranty.

7.1 We warrant that the Service, as delivered to you, will substantially conform to the applicable Documentation during the licence 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 licence 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.

8. Indemnification.

We will defend third-party claims filed against you during the licence 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 defence 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 licence and refund your unused fees.

9. Liability.

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 twice 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 licence 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 licence 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 licence automatically renews; or (3) if a licence term is not listed on your sales order or ordering documentation, your licence term ends 12-months from the date your licence 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 licence to use the Service ends and you must stop using the Service. We will keep your Customer Content for 30 days after your licence 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 licence to use the Service. 

12. General Provisions.

12.1 Entire Agreement. This Agreement contains the entire understanding of the parties relating to your licence 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 Acrobat 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. Definitions.

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 licence terms, the sales order or ordering documentation (if applicable), any terms incorporated into these licence 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, summarised in a writing labelled 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. 

14. Aadhaar e-sign Services  

If you are an Acrobat Sign customer in India who is using the Aadhaar e-sign Services, then sections 14.1 to 14.3 will apply to your use of Acrobat Sign.

14.1 In conjunction with your use of Acrobat Sign, Adobe (through its affiliate, Adobe India) provides the option for you and your End-users to authenticate your electronic signatures using Aadhaar e-KYC services (“Aadhaar e-sign Services”). 

14.2 If you choose to use the Aadhaar e-sign Services, the terms and conditions governing the use of the Aadhaar e-sign Services available here:  https://www.adobe.com/content/dam/cc/en/legal/terms/enterprise/pdfs/Services-Terms-Adobe-Sign-Aadhaar-en_IN_20200902.pdf (“Aadhaar e-sign Services Terms”), will automatically apply without any further actions on the part of any party. The Aadhaar e-sign Services Terms will comprise a separate agreement between you and Adobe India. You are responsible for any data that you or your End-users enter into, supply or use in conjunction with the Aadhaar e-sign Services. In the event of any conflict between the Terms and the Aadhaar e-sign Services Terms, the Aadhaar e-sign Services Terms will prevail as they relate to your use of the Aadhaar e-sign Services.

14.3 It is your responsibility to determine what notices, consents and controls are required in order to comply with laws, standards, regulations or obligations that you may have to your End-users. These obligations include the obligations arising under the (a) (Indian) Information Technology Act, 2000; (b) Personal Data Protection Bill, 2019 (once enacted); (c) Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016 and Aadhaar (Authentication) Regulations, 2016; and (d) all applicable guidelines, directives, policies and manuals issued by the Unique Identification Authority of India and the Controller of Certifying Authorities in relation to the Aadhaar e-sign Services.