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LiveCycle Workbench ES Archive Migration Tool End User License Agreement

ADOBE SYSTEMS INCORPORATED

Adobe LiveCycle Software

Software License Agreement

NOTICE TO USER: THIS LICENSE AGREEMENT ("AGREEMENT") GOVERNS INSTALLATION AND USE BY LICENSEES OF THE ADOBE SOFTWARE DESCRIBED HEREIN. INSTALLATION AND USE OF THE SOFTWARE IS SUBJECT TO THE ORDERING DOCUMENT DETAILING THE LICENSE METRICS APPLICABLE TO LICENSEE. LICENSEE AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE. BY CLICKING TO ACKNOWLEDGE ITS AGREEMENT TO BE BOUND DURING REVIEW OF AN ELECTRONIC VERSION OF THIS LICENSE, OR DOWNLOADING, COPYING, INSTALLING OR USING THE SOFTWARE, LICENSEE ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT INSTALLS AND USES THE SOFTWARE AND ANY PERSON OR ENTITY (E.G., SYSTEM INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT INSTALLS OR USES THE SOFTWARE ON ANOTHER PERSON'S OR ENTITY'S BEHALF.

THIS AGREEMENT SHALL APPLY ONLY TO THE SOFTWARE TO WHICH LICENSEE HAS OBTAINED A VALID LICENSE REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.

LICENSEE'S RIGHTS UNDER THIS AGREEMENT MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS IN A SEPARATE WRITTEN AGREEMENT WITH ADOBE THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.

1. Definitions.

1.1 "Adobe" means Adobe Systems Incorporated, a Delaware corporation, 345 Park Avenue, San Jose, California 95110, if subsection 10(a) of this Agreement applies; otherwise it means Adobe Systems Software Ireland Limited, 4-6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland, a company organized under the laws of Ireland and an affiliate and licensee of Adobe Systems Incorporated.

1.2 "Authorized Users" means employees and individual contractors (i.e., temporary employees) of Licensee. Non-licensed persons that participate in electronic processes that utilize the Software shall be deemed Authorized Users for the sole purpose of counting the number of users using the Software under the Per-User License Metric and not for any other purpose including the right to use the LiveCycle SDK Components and Flex SDK Components.

1.3 "Computer" means one or more central processing units ("CPU") in a hardware device (including a Server) that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

1.4 "Data Services Features" means the remoting features and associated data services destinations automatically installed and configured with the initial installation of the Foundation Components.

1.5 "Data Source" means a software application owned or licensed by Licensee that sends data (or through which data is extracted), directly or indirectly, for purposes of processing by the Adobe LiveCycle Business Activity Monitoring software. When a software application writes data to a relational database for the purpose of processing by the Adobe LiveCycle Business Activity Monitoring software, such software application, rather than the relational database, will be deemed a Data Source but only with respect to data written to the relational database by such software application.

1.6 "Deploy" means to deliver or otherwise make available, directly or indirectly, by any means, a Document to one or more persons or entities including Recipients. A Document that has been Deployed will be deemed to remain Deployed until it is no longer available for distribution.

1.7 "Deployment" means a single installation of the LiveCycle software that supports one or more applications built using the LiveCycle software.

1.8 "Developer Programs" shall mean programs that are built consisting partly of the Flex SDK Source Files and partly of Licensee's Material Improvement to add to or extend the Flex SDK Source Files.

1.9 "Development Software" means Software licensed for use in a technical environment solely for internal development and testing with respect to licensed Production Software.

1.10 "Disaster Recovery Environment" means Licensee's technical environment designed solely to allow Licensee to respond to an interruption in service due to an event beyond Licensee's control that creates an inability on Licensee's part to provide critical business functions for a material period of time.

1.11 "Document" means an electronic file that contains certain Features as a result of being processed by Adobe LiveCycle Reader Extensions, or Adobe LiveCycle Rights Management.

1.12 "Documentation" means the user manuals and/or technical publications as applicable, supplied in connection with validly licensed Software relating to the installation, use and administration of the Software.

1.13 "End User License Agreement" means an end user license agreement that provides a: (a) limited, nonexclusive right to use the subject Developer Program; (b) set of provisions that ensures that any sublicensee of Licensee exercising the rights in such End User License Agreement complies with all restrictions and obligations set forth herein with respect to Flex SDK Components; (c) prohibition against reverse engineering, decompiling, disassembling or otherwise attempting to discover the source code of the subject Developer Program that is substantially similar to that set forth in Section 2.10(a) below; (d) statement that, if Licensee's customer requires any Adobe software in order to use the Developer Program, (1) Licensee's customer must obtain such Adobe software via a valid license, and (2) Licensee's customer's use of such Adobe software must be in accordance with the terms and conditions of the end user license agreement that ships with such Adobe software; (e) statement that Licensee and its suppliers retain all right, title and interest in the subject Developer Program that is substantially similar to that set forth as Section 5 below, (f) statement that Licensee's suppliers disclaim all warranties, conditions, representations or terms with respect to the subject Developer Program, and (g) limit of liability that disclaims all liability for the benefit of Licensee's suppliers.

1.14 "Evaluation Software" means Software licensed for internal evaluation purposes and not for productive business use.

1.15 "Features" means: (a) certain technology embedded into PDF files by the Adobe LiveCycle Reader Extensions software that enables features in Adobe Reader software that would not otherwise be available (e.g., the ability to save documents locally or add annotations); (b) metadata (stored on a Computer and/or embedded in an electronic file of a supported file format) that contains or refers to access and usage rights designed to be enforced by Adobe LiveCycle Rights Management software directly or through supported software applications; and, (c) certain technology embedded into PDF files that enables Adobe and non-Adobe software to decode barcodes dynamically generated and updated by Adobe software as data is entered into such PDF files.

1.16 "Flex SDK Components" means the files, libraries, and executables contained in the directory labeled Flex SDK or similarly labeled directories (e.g., Flex SDK 2, etc.) (except for the contents contained in the subdirectory "samples"), including the Flex SDK Source Files, build files, compilers, and related information, as well as the file format specifications, if any, included as part of the Software as described in the Flex SDK Documentation or a "Read Me" file accompanying the Flex SDK software.

1.17 "Flex SDK Source Files" shall mean the Flex Framework source code files that are provided with the Flex SDK Components.

1.18 "Foundation Components" means the components of the Software that are automatically installed with the standard configuration for first-time installations. "Foundation Components" specifically excludes (a) the software applications described in Section 3 of this Agreement, the portions of the LiveCycle SDK Components other than the client libraries used to access the Software programmatically, and the Flex SDK Components, (b) the JBoss Application Server software, the MySQL database software and the MySQL JDBC driver software accompanying the Software, and (c) other components of the Software that are separately licensed by Adobe.

1.19 "Internal Network" means Licensee's private, proprietary network resource accessible only by Authorized Users. "Internal Network" specifically excludes the Internet or any other network community open to the public, including membership or subscription driven groups, associations or similar organizations. Connection by secure links such as VPN or dial up to Licensee's Internal Network for the purpose of allowing Authorized Users to use the Software is deemed use over an Internal Network.

1.20 "License Metric" means each of the per-unit metrics specified by Adobe in connection with the licensed quantities identified in the ordering document to describe the scope of Licensee's right to use the Production Software and Development Software. The License Metrics are incorporated by reference into this Agreement. One or more of the following License Metrics (or another License Metric as provided in the ordering document) applies to each software application as further provided herein:

(a) Per-CPU. The total number of CPUs on the Computers used to operate the Software may not exceed the licensed quantity of CPUs. For purposes of this License Metric: (i) all CPUs on a Computer on which the Software is installed shall be deemed to operate the Software unless Licensee configures that Computer (using a reliable and verifiable means of hardware or software partitioning) such that the total number of CPUs that actually operate the Software is less than the total number on that Computer; and, (ii) when a CPU contains more than one processing core, each group of two (2) processing cores, and any remaining unpaired processing core, will be deemed one (1) CPU unless otherwise provided in the applicable Multicore Conversion Table available at http://www.adobe.com/go/multicorepolicy or in a separate writing signed by both parties.

(b) Per-Document. The total number of unique Documents that are Deployed concurrently may not exceed the licensed quantity of Documents. A Document will be deemed "unique" unless it is an identical copy of a Deployed Document, is a direct language translation of a Deployed Document, or differs from other Deployed Documents only with respect to correction of typographical errors, pre-Deployment customization of information about Recipients (e.g., name, address or account number) and similar differences that do not alter the fundamental business purpose of the Document. To the extent that a Document includes content contained in other electronic files that have been processed by the same Adobe software application(s) and are separately Deployed as Documents, then each such electronic file shall also be deemed a unique Document.

(c) Per-Recipient. The total number of Recipients that receive Deployed Documents may not exceed the licensed quantity of Recipients.

(d) Per-Server. The total number of Servers on which the Software is installed may not exceed the licensed quantity of Servers.

(e) Per-User. The total number of Authorized Users that use the Software may not exceed the licensed quantity of Authorized Users.

(f) Additional Licensing Terms for LiveCycle Editions. Adobe may, in its sole discretion, and as set forth in the ordering document, provide various Software components in different sets of bundles (each bundle, an "Edition"), and the License Metric associated with such an Edition may be categorized as "Per-Pack," "Per-Bundle," "Per-Set," or other similar bundle designation. Notwithstanding anything to the contrary in this Agreement, for each individual "Pack," "Bundle," "Set," or single unit of any bundle designation, the Production Software versions of the following Software components are subject to these additional conditions:

(i) Adobe LiveCycle Forms, Adobe LiveCycle Output, Adobe LiveCycle Process Management, Adobe LiveCycle Digital Signatures, LiveCycle Content Services or Adobe LiveCycle Reader Extensions shall be deemed to have a License Metric of one (1) CPU, and

(ii) for the LiveCycle Business Transformation Edition, Adobe LiveCycle Rights Management may be used by no more than 5000 Recipients and must utilized with another LiveCycle Software component that creates the Document being protected, and

(iii) LiveCycle Reader Extensions must be utilized in conjunction with LiveCycle Forms and may not be used to create a standalone Document made available to Recipients, and

(iv) for the Secure Content Services for Office Edition, Adobe LiveCycle Rights Management may only be used with Microsoft Office files either in conjunction with LiveCycle Content Services or LiveCycle Rights Management Extension for Microsoft Office.

For the purposes of clarity, all restrictions in this Section 1.20(f) are cumulative (e.g., LiveCycle Reader Extensions is subject to 1.20(f)(i) and (iii); LiveCycle Rights Management is subject to 1.20(f)(ii) and (iv)).

1.21 "LiveCycle SDK Components" means software libraries (including client libraries used to programmatically access the Software), sample software code, application programming interfaces, header files and related information, and the file format specifications, if any, included as part of the Software as described in the Documentation or a "Read Me" file accompanying the applicable Software, but not including the Flex SDK Components.

1.22 "Material Improvement" shall mean perceptible, measurable and definable improvements to the Flex SDK Source Files that provide extended or additional significant and primary functionality that adds significant business value to the Flex SDK Source Files.

1.23 "Production Software" means Software licensed for productive business use.

1.24 "Recipient" means a person or entity to which Licensee directly or indirectly Deploys Documents. Each person or entity that receives a Deployed Document shall be deemed a unique Recipient with respect to a particular software application unless the identity of that Recipient is known to Licensee prior to Deployment and Licensee has Deployed Documents to that Recipient before.

1.25 "Server" means a Computer designed or configured for access by multiple users through a network.

1.26 "Short-Lived Process" means an electronic process that (a) is tagged as "short-lived" through the user interface or application programming interfaces of the LiveCycle SDK Components, (b) is initiated by the specific action of a single person or computer, (c) results in the completion of a single electronic transaction consisting of one or more events that occur in a serial or synchronous fashion in real-time to generate a certain result or output, and (d) does not include or require any human intervention (other than initiation of the process).

1.27 "Software" means the Foundation Components, the LiveCycle SDK Components, the Flex SDK Components, and object code versions of the validly licensed software applications distributed by Adobe and described in Section 3, including all Documentation and other materials provided by Adobe to Licensee under this Agreement, but does not include the JBoss Application Server software, the MySQL database software, or the MySQL JDBC driver software accompanying the Software.

2. License.

Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a perpetual (except as set forth in Section 15 ("Term and Termination")), non-exclusive license to permit Authorized Users to install and use the Software delivered hereunder according to the terms and conditions of this Agreement on Computers within Licensee's Internal Network, on the licensed platforms and configurations, in the manner and for the purposes described in the Documentation, as further set forth below. Licensee may also permit non-licensed persons to participate in electronic processes that utilize Production Software provided that such non-licensed persons are not permitted to use the LiveCycle SDK Components or Flex SDK Components, or otherwise use the Software directly, and such participation does not otherwise violate any of the prohibitions described in Section 2.10(d) ("Prohibited Use") of the Agreement.

2.1 License Limitations. Licensee's right to install and use the Software is limited as follows based on the type of Software licensed: (a) if Licensee has licensed Production Software or Development Software version(s) of the Software, then Licensee's right to install and use the Software is limited based on the License Metrics applicable to the particular software application licensed as provided in a separate written document and as further provided in Section 3 of this Agreement; and (b) if Licensee has licensed Evaluation Software, then Licensee's right to install and use the Software is limited as provided in Section 4 of this Agreement.

2.2 Foundation Components. Licensee may install and use the Foundation Components solely for purposes of facilitating use of the Software in accordance with this Agreement, subject to the following additional limitations: (a) Licensee's right to design, implement and/or execute electronic processes that use the Software in any way is limited to Short-Lived Processes unless Licensee has obtained a valid license to the Production Software version of the Adobe LiveCycle Process Management software; (b) Licensee may not modify or use the Data Services Features unless Licensee has obtained a valid license to the Production Software version of the Adobe LiveCycle Data Services software, except that Licensee may access the remoting end point functionality that is embedded in the Foundation Components for programmatic purposes (i.e., being able to call licensed LiveCycle public APIs from an application developed in Flex); (c) Licensee may install and use an unlimited number of copies of the Adobe LiveCycle Designer software installed as part of the Foundation Components, and its output, solely with the Foundation Components and validly licensed software applications distributed by Adobe and specifically designed to operate with the Foundation Components and (d) for each single (1) Deployment, Licensee may install and use five (5) copies of Adobe Flex Builder Pro software (or its successor) provided with the Foundation Components only if Adobe Flex Builder Pro is installed as part of the Foundation Components and used in combination with the LiveCycle SDK components to modify LiveCycle Software components and create applications that integrate with the LiveCycle Software components; all other usage of Adobe Flex Builder Pro is prohibited.

Notwithstanding anything to the contrary in this Section 2.2, Licensee's use of validly licensed Software that results in use of the unmodified Data Services Features is permitted without a separate license to Adobe LiveCycle Data Services software to the extent such validly licensed Software is designed to access the Data Services Features programmatically.

2.3 LiveCycle SDK Components. Licensee may install and use the LiveCycle SDK Components solely for purposes of facilitating use of validly licensed Software in accordance with this Agreement.

2.4 Flex SDK Components. Subject to the terms and conditions of this Agreement, Adobe grants to Licensee a perpetual (except as set forth in Section 15 ("Term and Termination")), non-exclusive license to use the Flex SDK components as follows:

2.4.1 License Grant. Licensee may (a) use the Flex SDK Components for the sole purpose of internally developing Developer Programs, (b) use the Flex SDK Components as part of Licensee's website for the sole purpose of compiling the Developer Programs that are distributed through the Licensee's website, (c) modify and reproduce Flex SDK Source Files for use as a component of Developer Programs that add Material Improvements to the Flex SDK Source Files, and (d) distribute Flex SDK Source Files in object code form and/or source code form only as a component of Developer Programs that add Material Improvements to the Flex SDK Source Files, provided that (1) such Developer Programs are designed to operate in connection with Adobe Flex Builder, Adobe Flex Charting, or Adobe LiveCycle Data Services software, or the Flex SDK Components, (2) Licensee distributes such object code and/or source code under the terms and conditions of an End User License Agreement, (3) Licensee includes a copyright notice reflecting the copyright ownership of Developer in such Developer Programs, (4) Licensee shall be solely responsible to its customers for any update or support obligation or other liability which may arise from such distribution, (5) Licensee does not make any statements that its Developer Program is "certified," or that its performance is guaranteed, by Adobe, (6) Licensee does not use Adobe's name or trademarks to market its Developer Programs without written permission of Adobe, (7) Licensee does not delete or in any manner alter the copyright notices, trademarks, logos or related notices, or other proprietary rights notices of Adobe (and its licensors, if any) appearing on or within the Flex SDK Source Files and/or Flex SDK Components, or any documentation relating to the Flex SDK Components, (8) Licensee causes any modified files to carry prominent notices stating that Licensee changed the files, and (9) Licensee does not use "mx", "mxml", "flex", "flash", "livecycle" or "adobe" in any new package or class names distributed with the Flex SDK Source Files. Any modified or merged portion of the Flex SDK Source Files is subject to this Agreement.

2.4.2 Restrictions.

(a) General Restrictions. Except for the limited distribution rights as provided in Section 2.4.1 above with respect to Flex SDK Source Files, Licensee may not distribute, sell, sublicense, rent, loan, or lease the Flex SDK Components and/or any component thereof to any third party. For the avoidance of doubt, Licensee shall not have a right to distribute any Flex SDK Components that are provided as executables and/or in object code form. Licensee also agrees not to add or delete any program files that would modify the functionality and/or appearance of other Adobe software and/or any component thereof.

(b) Development Restrictions. Licensee agrees that Licensee will not use the Flex SDK Components to create, develop or use any program, software or service which (1) contains any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (2) when used in the manner in which it is intended, violates any material law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); or (3) interferes with the operability of other Adobe or third-party programs or software.

(c) Indemnification. Licensee agrees to defend, indemnify, and hold Adobe and its suppliers harmless from and against any claims or lawsuits, including attorneys' reasonable fees, that arise or result from the use or distribution of Developer Programs, provided that Adobe gives Licensee prompt written notice of any such claim, tenders to Licensee the defense or settlement of such a claim at Licensee's expense, and cooperates with Licensee, at Licensee's expense, in defending or settling such claim.

2.5 Additional Software. Licensee is not permitted to use any software applications or components accompanying or installed with the Software unless Licensee is validly licensed to do so and only to the extent explicitly permitted under this Agreement or the ordering document. Use of some third party materials and services included in or accessed through the Software may be subject to other terms and conditions typically found in a separate license agreement, terms of use or "Read Me" file located within or near such materials and services or at http://www.adobe.com/products/eula/third_party/. Any licenses granted hereunder do not alter any rights and obligations Licensee may have under the terms and conditions governing such third party materials and services provided, however, that the disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all Software provided hereunder. The JBoss Application Server software, MySQL database software, and MySQL JDBC driver software accompanying the Software are provided "AS IS" without warranty or support from Adobe and are otherwise subject to terms and conditions other than this Agreement, which are found in a separate license agreement or "Read Me" file located in the file directory near such materials.

2.6 Backup and Disaster Recovery. Licensee may make and install a reasonable number of copies of the Software for backup and archival purposes and use such copies solely in the event that the primary copy has failed or is destroyed, but in no event may Licensee use such copies concurrently with Production Software or Development Software. Licensee may also install copies of the Software in a Disaster Recovery Environment for use solely in disaster recovery and not for production, development, evaluation or testing purposes other than to ensure that the Software is capable of replacing the primary usage of the Software in case of a disaster.

2.7 Documentation. Licensee may make and distribute copies of the Documentation for use by Authorized Users in connection with use of the Software in accordance with this Agreement, but no more than the amount reasonably necessary. Any permitted copy of the Documentation that Licensee makes must contain the same copyright and other proprietary notices that appear on or in the Documentation.

2.8 Outsourcing. Licensee may sub-license use of the Software to a third party outsourcing or facilities management contractor to operate the Software on Licensee's behalf, provided that: (a) Licensee provides Adobe with prior written notice; (b) Licensee is responsible for ensuring that any such contractor agrees to abide by and fully complies with the terms of this Agreement as they relate to the use of the Software on the same basis as applies to Licensee; (c) such use is only in relation to Licensee's direct beneficial business purposes as restricted herein; (d) such use does not represent or constitute an increase in the scope or number of licenses provided hereunder; and (e) Licensee shall remain fully liable for any and all acts or omissions by the contractor related to this Agreement.

2.9 Font Software. If the Software includes font software, then Licensee may: (a) use the font software on Licensee's Computers in connection with Licensee's use of the Software as permitted under this Agreement; (b) output such font software on any output devices connected to Licensee's Computers; (c) convert and install the font software into another format for use in other environments provided that the converted font software may not be distributed or transferred for any purpose except in accordance with the transfer section in this Agreement; and (d) embed copies of the font software into Licensee's electronic documents for the purpose of printing and viewing the document, provided that if the font software Licensee is embedding is identified as "licensed for editable embedding" on Adobe's website at http://www.adobe.com/type/browser/legal/embeddingeula.html, Licensee may also embed copies of that font software for the additional limited purpose of editing Licensee's electronic documents. No other embedding rights are implied or permitted under this license.

2.10 Restrictions.

(a) No Modifications, No Reverse Engineering. Licensee shall not modify, port, adapt or translate the Software. Licensee shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of Licensee's jurisdiction give Licensee the right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, that Licensee must first request such information from Adobe and Adobe may, in its discretion, either provide such information to Licensee or impose reasonable conditions, including a reasonable fee, on such use of the source code to ensure that Adobe's and its suppliers' proprietary rights in the source code for the Software are protected.

(b) No Unbundling. The Software may include various applications, utilities and components, may support multiple platforms and languages or may be provided to Licensee on multiple media or in multiple copies. Nonetheless, the Software is designed and provided to Licensee as a single product to be used as a single product on Computers and platforms as permitted herein. Licensee is not required to use all component parts of the Software, but Licensee shall not unbundle the component parts of the Software for use on different Computers except as otherwise permitted under this Agreement. Licensee shall not unbundle or repackage the Software for distribution, transfer or other disposition.

(c) No Transfer. Except as may be explicitly provided in this Agreement, Licensee shall not (i) sublicense, assign or transfer the Software, or Licensee's rights in the Software, to any third party, or (ii) authorize any portion of the Software to be copied onto or accessed from another individual's or entity's Computer.

(d) Prohibited Use. Except as expressly authorized under this Agreement, Licensee is prohibited from: (i) using the Software on behalf of third parties (including use of the Software to generate PDF files from electronic documents or content provided by third parties when Licensee also distributes or makes available the generated PDF files to the same third parties except to the extent such PDF files are a component of a broader service or product offering and not the sole or primary value of such service or product offering); (ii) renting, leasing, lending or granting other rights in the Software including rights on a membership or subscription basis; and (iii) providing use of the Software in a computer service business, third party outsourcing facility or service, service bureau arrangement, time sharing basis, or as part of a hosted service.

(e) Export Rules. Licensee agrees that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as an export controlled item under the Export Laws, Licensee represents and warrants that Licensee is not a citizen of, or located within, an embargoed or otherwise restricted nation (including Iran, Syria, Sudan, Cuba and North Korea) and that Licensee is not otherwise prohibited under the Export Laws from receiving the Software. All rights to install and use the Software are granted on condition that such rights are forfeited if Licensee fails to comply with the terms of this Agreement.

2.11 Delivery. The Software may be delivered via electronic delivery or via tangible media (e.g., CD or DVD).

3. Production Software and Development Software.

The following terms and conditions, including the License Metrics, govern Licensee's use of validly licensed Production Software and Development Software versions of the Software as provided in a separate written document.

3.1 Adobe LiveCycle Business Activity Monitoring. Adobe LiveCycle Business Activity Monitoring software is licensed as Production Software on a Per-CPU basis. Licensee's right to use the Business Activity Monitoring software is limited to use with certain types of Data Sources depending on whether Licensee has obtained a license to the standard or extended version. If Licensee has obtained a valid license to the standard version, Licensee may use any Adobe software application as a Data Source. If Licensee has obtained a valid license to the extended version, Licensee may use any Adobe or supported non-Adobe software application as a Data Source. A Licensee of the Adobe LiveCycle Business Activity Monitoring software shall be deemed to have licensed the standard version unless it has obtained a valid license to the extended version as provided in the ordering document. Regardless of what version of the Adobe LiveCycle Business Activity Monitoring software is licensed, at least one (1) Adobe LiveCycle software application must at all times be a Data Source.

3.2 Adobe LiveCycle Connector. Adobe LiveCycle Connector software is licensed as Production Software on a Per-CPU or Per-User basis and/or Development Software on a Per-Server basis, as provided in the ordering document, for use with Adobe software applications (each a "Connected Adobe Application") and the non-Adobe content management software application for which it is designed as indicated by the name of the particular version of the Adobe LiveCycle Connector software licensed by Licensee or as otherwise provided in the ordering document. Licensee must have at least one (1) valid license to the Adobe LiveCycle Connector software for each licensed CPU of a Connected Adobe Application licensed on a Per-CPU basis and/or each Authorized User of a Connected Adobe Application licensed on a Per-User basis.

3.3 Adobe LiveCycle Content Services. Adobe LiveCycle Content Services software is licensed as Production Software on a Per-CPU or Per-User basis and/or Development Software on a Per-Server basis as provided in the ordering document.

3.4 Adobe LiveCycle Digital Signatures. Adobe LiveCycle Digital Signatures software is licensed as Production Software on a Per-CPU basis and/or Development Software on a Per-Server basis as provided in the ordering document. The Adobe LiveCycle Digital Signatures software allows Licensee to author and validate Certified Documents in accordance with the following terms:

(a) Certified Documents and CD Services. A "Certified Document" or "CD" is a PDF file that has been digitally signed using (a) the Software CD feature set; (b) a certificate; and (c) a "private" encryption key that corresponds to the "public" key in the certificate. Authoring of a CD requires that Licensee obtain a certificate from an authorized CD Service Provider. "CD Service Provider" is an independent third party service vendor listed at http://www.adobe.com/security/partners_cds.html. Validation of a CD requires CD Services from the CD Service Provider that issued the certificate. "CD Services" are services provided by CD Service Providers, including but not limited to (a) certificates issued by such CD Service Provider for use with the Software's CD feature set; (b) services related to issuance of certificates; and (c) other services related to certificates, including but not limited to verification services.

(b) CD Service Providers. Although the Software provides CD authoring and validation features, Adobe does not supply the necessary CD Services required to use these features. Purchasing, availability and responsibility for the CD Services are between Licensee and the CD Service Provider. Before Licensee relies upon any CD, any digital signature applied thereto, and/or any related CD Services, Licensee must first review and agree to the applicable Issuer Statement and the Agreement. "Issuer Statement" means the terms and conditions under which each CD Service Provider offers CD Services (see the links on http://www.adobe.com/security/partners_cds.html), including for example any subscriber agreements, relying party agreements, certificate policies and practice statements, and this Section 3.4(b). By validating a CD using CD Services, Licensee acknowledges and agrees that (a) the certificate used to digitally sign a CD may be revoked at the time of verification, making the digital signature on the CD appear valid when in fact it is not; (b) the security or integrity of a CD may be compromised due to an act or omission by the signer of the CD, the applicable CD Service Provider, or any other third party; and (c) Licensee must read, understand, and be bound by the applicable Issuer Statement.

(c) Warranty Disclaimer and Limitation of Liability. CD Service Providers offer CD Services solely in accordance with the applicable Issuer Statement. EXCEPT AS MAY BE PROVIDED IN AN ISSUER STATEMENT, LICENSEE'S USE OF CD SERVICES IS AT LICENSEE'S OWN RISK, AND ALL WARRANTIES (EXPRESS OR IMPLIED) ARE DISCLAIMED. SEE SECTIONS 8 AND 9 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH GOVERN CD SERVICES.

(d) Indemnity. Licensee agrees to hold Adobe and any applicable CD Service Provider (except as expressly provided in its Issuer Statement) harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on, any CD Service, including, without limitation (i) reliance on an expired or revoked certificate; (ii) improper verification of a certificate; (iii) use of a certificate other than as permitted by any applicable Issuer Statement and the Agreement or applicable law; (iv) failure to exercise reasonable judgment under the circumstances in relying on the CD Services; or (v) failure to perform any of the obligations as required in an applicable Issuer Statement.

(e) Third Party Beneficiaries. Licensee agrees that any CD Service Provider Licensee utilizes will be a third party beneficiary with respect to this Section of the Agreement and that such CD Service Provider will have the right to enforce such provisions in its own name as if the CD Service Provider were Adobe.

3.5 Adobe LiveCycle Forms. Adobe LiveCycle Forms software is licensed as Production Software on a Per-CPU or Per-User basis and/or Development Software on a Per-Server basis as provided in the ordering document. Licensee's valid license to Adobe LiveCycle Forms software as Production Software or Development Software includes a license to install and use the Adobe LiveCycle Data Services software subject to the same License Metrics, number of licenses and other terms as apply to the Adobe LiveCycle Forms software, and only to the extent necessary to utilize the Adobe LiveCycle Forms software, unless Licensee has obtained a separate valid license to the Adobe LiveCycle Data Services software allowing Licensee to utilize all of the features of those software components.

3.6 Adobe LiveCycle Mosaic. Adobe LiveCycle Mosaic software is licensed as Production Software on a Per User basis and is subject to the following additional terms:

(a) Adobe LiveCycle Mosaic requires the purchase of a one-time license fee in conjunction with a minimum number of Per User licenses as further specified in the ordering document.

3.7 Adobe LiveCycle Output. Adobe LiveCycle Output software is licensed as Production Software on a Per-CPU basis and/or Development Software on a Per-Server basis as provided in the ordering document. If Licensee obtains the Adobe LiveCycle Output software as part of an upgrade to the Adobe LiveCycle Forms software from a previously licensed version of Forms software (e.g., Adobe Forms Server 7.x), Adobe grants to Licensee a non-exclusive license to permit Authorized Users to install and use the LiveCycle Output software, under the same License Metrics as the corresponding LiveCycle Forms software upgrade, solely to generate non-interactive PDF documents (i.e., no interactive form fields included in the PDF document) for processing exclusively with the corresponding LiveCycle Forms software upgrade. For the avoidance of doubt, use of the LiveCycle Output software, when provided as part of an upgrade to LiveCycle Forms software, is restricted (i) to deployment on the same Server on which the LiveCycle Forms software is installed, and (ii) in the same capacity as Development Software or Production Software (and on a Per-CPU or Per-Server basis, as applicable) as the corresponding LiveCycle Forms software upgrade. The foregoing license to the LiveCycle Output software specifically excludes other components included in the LiveCycle Output software, and Licensee is not permitted to use any other software applications or components accompanying, or installed with the LiveCycle Output software, unless Licensee obtains a separate license to do so.

3.8 Adobe LiveCycle PDF Generator. Adobe LiveCycle PDF Generator software is licensed as Production Software on a Per-CPU or Per-User basis and/or Development Software on a Per-Server basis as provided in the ordering document, and is subject to the following additional terms:

(a) Use of Adobe Acrobat Professional Software. A copy of Adobe Acrobat Professional software accompanies the Adobe LiveCycle PDF Generator software for use subject to the following limitations: (i) Licensee may install one (1) copy of the Adobe Acrobat Professional software on each Server on which the Adobe LiveCycle PDF Generator software is installed; (ii) Licensee may only use the Adobe Acrobat Professional software indirectly through use of the Software and only to the extent that the Adobe LiveCycle PDF Generator software is designed to access the Adobe Acrobat Professional software programmatically as described in the Documentation; and (iii) Licensee may not use the Adobe Acrobat Professional software directly or otherwise use features and functionality of the Adobe Acrobat Professional software that are not enabled or supported through use of the Adobe LiveCycle PDF Generator software unless Licensee obtains a separate license to do so.

(b) Use of Supported Adobe Software Products. The Adobe LiveCycle PDF Generator software is designed to operate in connection with certain other Adobe software applications as described in the Documentation (each a "Supported Adobe Software Product"). To the extent that Licensee has separately licensed a Supported Adobe Software Product, Licensee may use such Supported Adobe Software Product with the Adobe LiveCycle PDF Generator software for the sole purpose of converting files in the native file formats of such Supported Adobe Software Products (e.g., files in the .psd format) subject to the following limitations: (i) Licensee may install one (1) copy of each licensed Supported Adobe Software Product on each server on which the Adobe LiveCycle PDF Generator software is installed; and (ii) Licensee may only use the Supported Adobe Software Products indirectly through use of the Adobe LiveCycle PDF Generator software to the extent the Adobe LiveCycle PDF Generator software is designed to access the Supported Adobe Software Products programmatically as described in the Documentation.

(c) Initiation of a Process. Licensee's right to use the Production Software to generate or assemble content in PDF format ("Process") is limited based on the applicable License Metric as follows: (i) when the Software is licensed on a Per-CPU basis, the Software shall be used to Process PDFs solely as a result of a predefined automated workflow process and not any other uses, including without limitation ad hoc submission and receipt of files by Authorized Users; and (ii) when the Software is licensed on a Per-User basis, the PDF content must be generated as the result of any process other than the Per-CPU basis specified above.

3.9 Adobe LiveCycle Process Management. Adobe LiveCycle Process Management software is licensed as Production Software on a Per-CPU or Per-User basis and/or Development Software on a Per-Server basis as provided in the ordering document, and is subject to the following additional terms:

(a) Adobe LiveCycle Business Activity Monitoring. Licensee's right to use the Adobe LiveCycle Process Management software as Production Software includes the right to install and use the standard version of the Adobe LiveCycle Business Activity Monitoring software (as described in Section 3.2) as Production Software on a number of CPUs equal to the number of validly licensed CPUs on which Licensee installs and uses the Production Software version of the Adobe LiveCycle Process Management software.

(b) Adobe LiveCycle Workspace and Adobe LiveCycle Workspace Mobile. Licensee's right to use the Adobe LiveCycle Process Management software includes the right to install and use the Adobe LiveCycle Workspace and Adobe LiveCycle Workspace Mobile software as Production Software solely to interface with the Adobe LiveCycle Process Management software and Foundation Components in accordance with the terms and conditions of this Agreement, and to use the source code version of the Adobe LiveCycle Workspace software (including libraries and other materials) available with LiveCycle SDK Components (collectively, "Workspace Code") subject to the following limitations: (i) Licensee may modify and reproduce Workspace Code for the sole purpose of internally developing user interfaces designed to operate with the Adobe LiveCycle Process Management software and Foundation Components; (ii) Licensee may use the user interfaces and other derivatives developed with the Workspace Code under the same terms that apply to the Adobe LiveCycle Workspace software; and (iii) Licensee may not delete or in any manner alter the copyright notices, trademarks, logos or related notices or proprietary rights notices of Adobe (and its licensors, if any) appearing within the Workspace Code. Notwithstanding anything to the contrary in this Section 3.8, Licensee may not change any Data Services Features (including data services destinations) used by the Adobe LiveCycle Workspace software and/or included in the Workspace Code at the time the Software is first installed, or otherwise use the Adobe LiveCycle Workspace software or Workspace Code with any other Data Services Features. Licensee is solely responsible for any update needs, errors or other liability resulting from any use or distribution of modified and unmodified Workspace Code.

3.10 Adobe LiveCycle Reader Extensions. Adobe LiveCycle Reader Extensions software is licensed as Production Software on a Per-Document or Per-Recipient basis as provided in the ordering document. Adobe LiveCycle Reader Extensions includes the functionality previously available with Adobe LiveCycle Barcoded Forms.

3.11 Adobe LiveCycle Rights Management. Adobe LiveCycle Rights Management software is licensed as Production Software on a Per-Document or Per-Recipient basis as provided in the ordering document. Licensee is not permitted to disable or interfere with electronic notices or dialogue boxes concerning privacy or tracking that appear in the software used for viewing electronic files that have been processed by Adobe LiveCycle Rights Management software except as explicitly permitted in this Agreement or the Documentation.

4. Evaluation Software.

This Section 4 applies to those LiveCycle components to which Licensee has not obtained a valid Development or Production license as provided in the ordering document.

4.1 License. Licensee may (a) install the Evaluation Software on Computers within Licensee's Internal Network and (b) permit only Authorized Users to use the Evaluation Software (and electronic document, content and other materials generated by or processed with the Evaluation Software) within Licensee's Internal Network for the sole purpose of determining whether to purchase a license to the Evaluation Software and not for any revenue generation, commercial activity or other productive business purpose. Licensee is not permitted to use the Evaluation Software (including its output) directly or indirectly with any Production Software or Development Software (or the output from such software).

4.2 Limitations. Licensee's rights to install and use Evaluation Software under this Section 4 will terminate immediately upon such time that Licensee purchases a license to a non-evaluation version of such Software. Adobe reserves the right to terminate Licensee's license to use the Evaluation Software at any time in its sole discretion. Adobe reserves the right to exercise its rights under Section 13 of this Agreement to ensure compliance with this Section 4. Licensee agrees to return or destroy Licensee's copy of the Evaluation Software upon termination of this Agreement for any reason. To the extent that any provision in this Section 4 is in conflict with any other term or condition in this Agreement, this Section 4 shall supersede such other term(s) and condition(s) with respect to the Evaluation Software, but only to the extent necessary to resolve the conflict. LICENSEE ACKNOWLEDGES THAT THE EVALUATION SOFTWARE MAY (i) HAVE LIMITED FEATURES, (ii) FUNCTION FOR A LIMITED PERIOD OF TIME, OR (iii) HAVE OTHER LIMITATIONS NOT PRESENT IN NON-EVALUATION SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE EVALUATION SOFTWARE IS PROVIDED TO LICENSEE BY ADOBE ON AN "AS IS" BASIS, AND ADOBE DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO LICENSEE OF ANY KIND.

5. Intellectual Property Rights.

The Software and any copies that Licensee is authorized by Adobe to make are the intellectual property of and are owned by Adobe Systems Incorporated and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Adobe Systems Incorporated and its suppliers. The Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. Except as expressly stated herein, this Agreement does not grant Licensee any intellectual property rights in the Software and all rights not expressly granted are reserved by Adobe.

6. Confidentiality.

Licensee agrees that Licensee will treat the Flex SDK Components, and LiveCycle SDK Components ("Confidential Information") with the same degree of care to prevent unauthorized disclosure to anyone other than Authorized Users as Licensee accords to Licensee's own confidential information, but in no event less than reasonable care. Licensee's obligations under this Section 6 shall terminate when Licensee can document that the Flex SDK Components and LiveCycle SDK Components were in the public domain at or subsequent to the time they were communicated to Licensee by Adobe through no fault of Licensee's. Licensee may also disclose the Confidential Information in response to a valid order by a court or other governmental body, when otherwise required by law, or when necessary to establish the rights of either party under this Agreement, provided Licensee gives Adobe advance written notice thereof.

7. Updates.

If the Software is an upgrade or update to a previous version of the Software, Licensee must possess a valid license to such previous version in order to use such upgrade or update. All upgrades and updates are provided to Licensee subject to the terms of this Agreement on a license exchange basis. Licensee agrees that by using an upgrade or update Licensee voluntarily terminates Licensee's right to use any previous version of the Software. As an exception, Licensee may maintain installations of previous versions of the Software on Licensee's Computers for a reasonable period of time (but not exceeding ninety (90) days) after Licensee obtains the upgrade or update to assist Licensee in the transition to the upgrade or update, provided that Licensee's right to such simultaneous installations does not constitute an increase in the number of copies, licensed amounts or scope of use granted to Licensee hereunder.

8. WARRANTY.

8.1 Warranty. Except as may be otherwise provided in Section 14, Adobe warrants to Licensee that the Software will perform substantially in accordance with the Documentation for the ninety (90) day period following shipment of the Software when used on the recommended operating system, platform and hardware configuration. Non-substantial variation of performance from the Documentation does not establish a warranty right. THIS LIMITED WARRANTY DOES NOT APPLY TO EVALUATION SOFTWARE (AS IDENTIFIED IN SECTION 4), WORKSPACE CODE (AS IDENTIFIED IN SECTION 3.8), CD SERVICES (AS IDENTIFIED IN SECTION 3.4), FLEX SDK COMPONENTS, LIVECYCLE SDK COMPONENTS, PATCHES, FONT SOFTWARE CONVERTED INTO OTHER FORMATS, OR TO SOFTWARE THAT HAS BEEN ALTERED BY LICENSEE, TO THE EXTENT SUCH ALTERATION CAUSED A DEFECT. All warranty claims must be made within such ninety (90) day period. If the Software does not perform substantially as warranted above, the entire liability of Adobe and its affiliates and Licensee's exclusive remedy shall be limited to either, at Adobe's option, replacement of the Software or refund of the license fee paid to Adobe for the Software whereupon the license to such software shall automatically terminate. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

8.2 DISCLAIMER. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY ADOBE AND ITS AFFILIATES AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR ADOBE, ITS AFFILIATES OR SUPPLIERS' BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO LICENSEE IN LICENSEE'S JURISDICTION, ADOBE, AND ITS AFFILIATES AND SUPPLIERS PROVIDE THE SOFTWARE AS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS. The provisions of Section 8.2 and Section 9 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the Software after termination of this Agreement.

9. LIMITATION OF LIABILITY.

EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE AND AS OTHERWISE PROVIDED IN SECTION 14, IN NO EVENT WILL ADOBE OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. ADOBE'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. Nothing contained in this Agreement limits Adobe's liability to Licensee in the event of death or personal injury resulting from Adobe's negligence or for the tort of deceit (fraud). Adobe is acting on behalf of its affiliates and suppliers for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact Adobe's Customer Support Department.

10. Governing Law.

This Agreement, each transaction entered into hereunder, and all matters arising from or related to this Agreement (including its validity and interpretation), will be governed and enforced by and construed in accordance with the substantive laws in force in: (a) the State of California, if a license to the Software is purchased when Licensee is in the United States, Canada, or Mexico; or (b) Japan, if a license to the Software is purchased when Licensee is in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if a license to the Software is purchased when Licensee is in any other jurisdiction not described above. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

11. General Provisions.

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. Updates and upgrades may be licensed to Licensee by Adobe with additional or different terms. The English version of this Agreement shall be the version used when interpreting or construing this Agreement. This is the entire agreement between Adobe and Licensee relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

12. Notice to U.S. Government End Users.

12.1 Commercial Items. The Software and Documentation are "Commercial Item(s)," as that term is defined at 48 C.F.R. Section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. Adobe Systems Incorporated, 345 Park Avenue, San Jose, CA 95110-2704, USA.

12.2 U.S. Government Licensing of Adobe Technology. Licensee agrees that when licensing Adobe Software for acquisition by the U.S. Government, or any contractor therefore, Licensee will license consistent with the policies set forth in 48 C.F.R. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections 227-7202-1 and 227-7202-4 (for the Department of Defense). For U.S. Government End Users, Adobe agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.

13. Compliance with Licenses.

Adobe may, at its expense, and no more than once every twelve (12) months, appoint an independent third party or Adobe's internal auditor to verify the usage and number of copies and installations of the Software in use by Licensee. Any such verification shall be conducted upon no less than seven (7) business days notice, during regular business hours at Licensee's offices and shall not unreasonably interfere with Licensee's business activities. Upon Licensee's request, Adobe (and its third-party auditors, in applicable) shall execute a commercially reasonable non-disclosure agreement with Licensee before proceeding with the verification. If such verification shows that Licensee is using a greater number of copies of the Software than that legitimately licensed, is exceeding any applicable License Metric, or is deploying or using the Software in any way not permitted under this Agreement and which would require additional license fees, Licensee shall pay the applicable fees for such additional usage rights or copies within thirty (30) days of invoice date, with such underpaid fees being the license fees as per Adobe's then-current, country specific, license fee list. If underpaid fees are in excess of five percent (5%) of the value of the fees paid under this Agreement, then Licensee shall pay such underpaid fees and Adobe's reasonable costs of conducting the verification. This Section shall survive expiration or termination of this Agreement for a period of two (2) years.

14. Specific Provisions and Exceptions.

This Section sets forth specific provisions related to certain components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this Section is in conflict with any other term or condition in this agreement, this Section will supersede such other term or condition.

14.1 Limited Warranty for Users Residing in Germany or Austria. If Licensee obtained the Software in Germany or Austria, and Licensee usually resides in such country, then Section 8.1 does not apply; instead, Adobe warrants that the Software provides the functionalities set forth in the Documentation (the "agreed upon functionalities") for the limited warranty period following receipt of the Software when used on the recommended operating system, platform and hardware configuration. As used in this Section, "limited warranty period" means one (1) year if Licensee is a business user and two (2) years if Licensee is not a business user. Non-substantial variation from the agreed upon functionalities will not and does not establish any warranty rights. THIS LIMITED WARRANTY DOES NOT APPLY TO EVALUATION SOFTWARE (AS IDENTIFIED IN SECTION 4), WORKSPACE CODE (AS IDENTIFIED IN SECTION 3.8), CD SERVICES (AS IDENTIFIED IN SECTION 3.4), FLEX SDK COMPONENTS, LIVECYCLE SDK COMPONENTS, PATCHES, FONT SOFTWARE CONVERTED INTO OTHER FORMATS, OR TO SOFTWARE THAT HAS BEEN ALTERED BY LICENSEE, TO THE EXTENT SUCH ALTERATION CAUSED A DEFECT. To make a warranty claim, during the limited warranty period Licensee must return, at Adobe's expense, the Software and proof of purchase to the location where Licensee obtained it. If the functionalities of the Software vary substantially from the agreed upon functionalities, Adobe is entitled -- by way of re-performance and at its own discretion -- to repair or replace the Software. If this fails, Licensee is entitled to a reduction of the purchase price (reduction) or to cancel the purchase agreement (rescission). For further warranty information, please contact the Adobe Customer Support Department.

14.2 Limitation of Liability for Users Residing in Germany and Austria.

14.2.1 If Licensee obtained the Software in Germany or Austria, and Licensee usually resides in such country, then Section 9 does not apply. Instead, subject to the provisions in Section 14.2.2, Adobe and its affiliates' statutory liability for damages will be limited as follows: (i) Adobe and its affiliates will be liable only up to the amount of damages as typically foreseeable at the time of entering into the purchase agreement in respect of damages caused by a slightly negligent breach of a material contractual obligation and (ii) Adobe and its affiliates will not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation.

14.2.2 The aforesaid limitation of liability will not apply to any mandatory statutory liability, in particular, to liability under the German Product Liability Act, liability for assuming a specific guarantee or liability for culpably caused personal injuries.

14.2.3 Licensee is required to take all reasonable measures to avoid and reduce damages, in particular to make back-up copies of the Software and Licensee's computer data subject to the provisions of this agreement.

14.3 Eclipse Code. This Software may contain Eclipse code provided by the Eclipse Foundation ("Eclipse Code"). On behalf of Contributors to such Eclipse Code, Adobe hereby: (i) disclaims any and all warranties or conditions of title and non-infringement, and implied warranties or conditions of merchantability and fitness for a particular purpose with respect to such Eclipse Code and any and all derivative works thereof, (ii) disclaims any liability for damages, including direct, indirect, special, incidental and consequential damages, such as lost profits, and (iii) represents that any provisions in this License Agreement that differ from the Eclipse Public License under which Adobe licensed the Eclipse Code, are offered by Adobe alone and not by any other party. The source code for the Eclipse Code as contained in this Software may be obtained by the Licensee as described in a Readme to the Software. Adobe provides the Eclipse Code as is, without warranty or support from Adobe.

15. Term and Termination.

This Agreement shall remain in effect until any material breach of this Agreement by Licensee occurs, upon which this Agreement shall automatically terminate. Upon termination of this Agreement for any reason, Licensee shall discontinue use of the Software and shall destroy the Software, Documentation and all copies thereto. Termination shall not, however, relieve either party of obligations incurred prior to the termination. The following Sections shall survive termination of this Agreement: 1 (Definitions), 5 (Intellectual Property Rights), 6 (Confidentiality), 8.2 (Disclaimer), 9 (Limitation of Liability), 10 (Governing Law), 11 (General Provisions), 12 (Notice to U.S. Government End Users), 14 (Specific Provisions and Exceptions), and 15 (Term and Termination).

16. Third-Party Beneficiary.

Licensee acknowledges and agrees that Adobe's licensors (and/or Adobe if Licensee obtained the Software from any party other than Adobe) are third party beneficiaries of this Agreement, with the right to enforce the obligations set forth herein with respect to the respective technology of such licensors and/or Adobe.

If Licensee has any questions regarding this agreement or if Licensee wishes to request any information from Adobe please use the address and contact information included with this product to contact the Adobe office serving Licensee's jurisdiction.

Adobe, Flex and LiveCycle are either registered trademarks or trademarks of Adobe Systems Incorporated in the United States and/or other countries. All other trademarks are the property of their respective owners.

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