By copying, installing, or using any portion of the Content, you agree to the terms of this Agreement. You agree that this Agreement is like any written negotiated agreement signed by you. This Agreement is enforceable against you and any legal entity that obtained the Content and on whose benefit it is used (such as your employer). If you are using the content on behalf of your employer, then you represent and warrant that you have full legal authority to bind your employer. You may have another written agreement directly with Adobe. In the event of any inconsistency between this Agreement and any other agreement you may have entered into with Adobe, the terms of this Agreement govern. Adobe owns all of the intellectual property in the Content. The Content is licensed, not sold. Adobe permits you to install and use the content in accordance with the terms and conditions of this Agreement.
In this Agreement: (i) "you" or "your" means user of the Content; (ii) "Adobe" or "we" means Adobe Systems Incorporated; (iii) "Content" means any photographic image, demo script, illustration, animation, Flash file, electronic font, film, video, and audio files, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are installing together with any accompanying material.
(a) Permitted Uses. You may use the Content as follows: (i) demonstration, including both live, recorded, and online demonstrations, of Adobe products with your product (i.e. not for resale or license); (ii) training materials created to instruct on the use of Adobe products with or without your products (if using the Content to facilitate a training course, individual Content files may be transferred to another machine during the training session and must be removed and/or destroyed when training session is completed); and (iii) any other uses approved in advance and in writing by Adobe.
(b) Seat Restrictions. Only you are permitted to use the Content for the purposes set forth in Section (c) below, although you may transfer individual files containing Content to customers, printers, or ISP's for the purpose of engaging in the Permitted Uses, provided that such parties have no further or additional rights to use the Content and cannot access or extract it from any file you provide. You may install and use the Content in only one location at a time, although you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead. If you require the Content to be in more than one location or accessible by more than one person, you must install the Content for each such use. You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.
You may not do anything with the Content that is not expressly permitted in the preceding section 2. Any use of the content that's not a Permitted Use constitutes infringement of copyright. For clarity, the following are examples of prohibited uses. You may not:
(a) use the Content in any applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, and brochure design templates;
(b) use or display the Content on websites or other venues designed to induce or involving the commercial sale of a non-Adobe product or service;
(c) use any of the Content as part of a trademark, design mark, trade name, business name, service mark, or logo; incorporate the Content in any product that results in a re-distribution or re-use of the Content or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
(d) sublicense, resell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Adobe in writing that you have complied with these requirements. Electronic fonts provided as part of the Content are often installed in a system location separate from the rest of the Content. Once this Agreement terminates, You must also remove the electronic fonts from Your system.
(b) Adobe may terminate this Agreement for any or no reason. Upon notice, sent to the address or contact information provided by you, or such other address as you may advise us in writing to use, the license for the Content immediately terminates. You agree to take all reasonable steps to discontinue use of the Content in products that already exist.
(c) Upon notice from Adobe, or upon your knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another's right for which Adobe may be liable, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your premises, computer systems and storage (electronic or physical); and (iii) ensure that your printers or ISPs do likewise.
The Content is provided "AS-IS" without representation, warranty, or condition of any kind, either express or implied, including without limitation any implied warranties related to non-infringement, ownership, technical or legal compliance, merchantability, or fitness for a particular purpose. Adobe does not represent or warrant that the Content will meet your requirement or that its use will be uninterrupted or error free. You assume all risks and cost related to your use of the Content.
In no event will Adobe or any of its affiliates, content providers, directors, officers, employees, shareholders, partners, or agents be liable for any direct, indirect, incidental, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit, or other proceeding arising under or out of this Agreement, including without limitation your use of, reliance upon, access to, or exploitation of the Content, or any part thereof, or any rights granted to you hereunder, even if you have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise. No action, regardless of form or nature, arising out of this Agreement may be brought by or on behalf of you more than one (1) year after the cause of action first arose. Notwithstanding any other term herein, Adobe is not liable for any damages, costs, or loss arising as a result of modifications made to the Content by you or the context in which the Content is used by you.
You agree to indemnify, defend and hold Adobe, its/their affiliates, its/their Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "Parties") harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees) incurred by any Parties as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement.
(a) Adobe's failure to insist upon or enforce strict performance of any provision of this Agreement is not a waiver of any provision or right.
(b) This Agreement is personal to you and is not assignable by you without Adobe's prior written consent. Adobe may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
(c) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties (or a court of competent jurisdiction if the parties cannot agree) will put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
(d) This Agreement will be governed under the laws of the State of California applicable therein (without reference to conflicts of laws principles). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.
You acknowledge and represent that you have read the Agreement, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Adobe agreeing to provide the Content, you agree to be bound by the terms of this Agreement. You further agree that it is the complete and exclusive statement of agreement between you and Adobe with respect to the Content and supersedes any proposal or prior agreement, oral or written, and any other communication between you and Adobe relating to the subject of this Agreement.