ADOBE VALUE INCENTIVE PLAN TERMS AND CONDITIONS
This Value Incentive Plan (“VIP”) Agreement (“Agreement”) sets forth the terms governing your Products in the Program. The Agreement is effective as of the date of online enrollment. This Agreement is entered into by and between Adobe and the customer identified in on-line enrollment to become a Member. “Adobe” shall mean either ADOBE INC., a Delaware corporation having a place of business at 345 Park Avenue, San Jose, CA 95110-2704, if the Agreement is entered into with a Member’s organization that is located in the United States, Canada, or Mexico, ADOBE SYSTEMS SOFTWARE IRELAND LIMITED, a company incorporated in Ireland and having a place of business at 4 6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland as authorized agent of Adobe Systems Pty Ltd (ABN 72 054 247 835), if the Agreement is entered into with a Member’s organization that is located in Australia, ADOBE KK, a company incorporated in Japan and having a place of business at Gate City Ohsaki East Tower, 1-11-2 Ohsaki, Shinagawa-ku, Tokyo 141-0032, Japan, if the Agreement is entered into with a Member’s organization that is located in Japan, or otherwise with ADOBE SYSTEMS SOFTWARE IRELAND LIMITED, a company incorporated in Ireland and having a place of business at 4-6 Riverwalk, Citywest Business Campus, Dublin 24, Ireland. Member shall license all software, services, and offerings available under the Program (collectively “Product”) to be installed and used within the United States (including United States territories and military bases wherever located), Canada, or Mexico from Adobe Inc. Member shall license all Products to be installed and used in Australia from Adobe Systems Software Ireland Limited, as authorized agent of Adobe Systems Pty Ltd. Member shall license all Products to be installed and used in Japan from Adobe KK. Member shall license all Products to be installed and used in all other countries and territories from Adobe Software Systems Ireland Limited.
1. Program Description.
1.1 General and Program Term. VIP and VIP Marketplace (each “the Program”, as applicable) are flexible licensing programs designed to allow qualified and eligible customers to manage and deploy Product licenses purchased through the Program. The Program is a membership program with License Terms as further defined in Section 3.4 of this Agreement. Once the organization enrolls in a membership through the VIP administration user interface and is accepted by Adobe into the Program, the organization will be a member of the Program (“Member”) until the earliest of when (i) Adobe terminates the Program, or (ii) this Agreement is terminated by either Adobe or Member. Member’s participation is further subject to Member’s compliance with the program guide for the Program, which may be updated from time to time and is available at www.adobe.com/go/vip_program_guide_en (“Program Guide”). The Program Guide is hereby incorporated into the Agreement by reference. Adobe may change the terms of the Program at its sole discretion and any changes that are detrimental to Member will not take effect during Member’s current License Term. Adobe will notify Member by revising the date at the bottom of the Program Guide or this Agreement, as applicable. If the terms of this Agreement change, then Member may be required to reaccept the terms of this Agreement in the Console. Any notices will be sent to Member’s Admin.
1.2 Termination. Notwithstanding the foregoing, either party may terminate the Agreement with or without cause on thirty (30) days prior written notice. Termination of this Agreement shall not affect Member’s obligations with regard to any Products ordered prior to the termination date, including without limitation any payment obligations. In addition, Adobe may immediately terminate this Agreement, upon written notice, for a material breach (including but not limited to any misappropriation or infringement of Adobe’s intellectual property rights). If this Agreement terminates, then Member’s organization shall immediately cease use of the Products, delete the Products from all computer systems and IT equipment on which it resides, and return to Member’s Account Manager any media containing the Products as well as any related materials. Account Manager means either (i) Reseller, if a transaction is through a reseller, or (ii) Adobe representative, if a transaction is with Adobe.