ADOBE INC.

ADOBE COLDFUSION SOFTWARE

Software License Agreement (the “Agreement”)

NOTICE TO USER: THIS AGREEMENT GOVERNS INSTALLATION AND USE OF THE ADOBE SOFTWARE DESCRIBED HEREIN. LICENSEE AGREES THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE. BY CLICKING TO ACKNOWLEDGE AGREEMENT TO BE BOUND TO 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 OR USES THE SOFTWARE OR AGAINST 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.

YOU MAY HAVE ANOTHER WRITTEN AGREEMENT WITH ADOBE THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.

Definitions.

“Additional Enterprise Software Component” means a ColdFusion API Manager which helps manage application programming interface and available with Enterprise version of Software only.

“Adobe” means Adobe Inc., a Delaware corporation, 345 Park Avenue, San Jose, California 95110, if subsection 9(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 Inc.

“Authorized Users” means employees or individual contractors (e.g., temporary employees) of Licensee.

“Computer” means a A virtual or physical device for storing or processing data, such as servers, desktop computers, laptops, mobile devices and hardware products. Where a device contains more than one virtual environment (including Virtual Machines and virtual processors), each virtual environment will be counted as a separate Computer.

“Core” means a physical or virtual core on a Physical or Virtual Machine and is capable of independently manipulating and operating the Software. In Physical deployment, Core refers to one of smaller processing units of the CPU in a Computer, and in virtual deployment, it refers to the unit of processing power in a Virtual Machine. A virtual Core is the virtual representation of a single hardware thread in underlying processing core. The total number of Cores operating the Software in the Computer may not exceed the licensed quantity, and will be the greater of (a) the exact number of Cores operating the Software in the case when Licensee configures the Computer (using a reliable and verifiable means of hardware or software partitioning) such that the total number of Cores that actually operate the Software is less than the total number of Cores on that Computer; or (b) the sum of all the Cores contained in every CPU on the Computer. The total number of Cores assigned to the Virtual Machine may not exceed the licensed quantity.

“CPU” is each distinct central processing unit (physical) within the Computer. Each CPU may contain one or multiple processing Cores.

“Developer Edition Software” means Software licensed for localhost development of applications and can be accessed from a maximum of two simultaneous remote IP addresses.

“Development Software” means Software licensed solely for (a) internal development and testing; and (b) for use on a Staging Server, when Licensee is using the Software with respect to a valid license to the Production Software. In each case the Development Software may only be accessed by Authorized Users over the Licensee’s Internal Network.

“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.

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

“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 dialup to Licensee’s Internal Network for the purpose of allowing Authorized Users to use the Software is deemed use over an Internal Network.

“License Key” means any license key, activation code, or similar installation; or access or usage control codes, including serial numbers and electronic certificates digitally signed by Adobe, designed to provide access to licensed software applications.

“Licensee” means any individual or entity that uses, downloads, copies, installs, or otherwise makes use of the Software.

“Not For Resale Software” or “NFR Software” means Software identified as such and licensed for internal evaluation purposes and not for productive business use.

“Production Software” means Software licensed for productive business use. Production Software is licensed on a Core basis deployed on a Computer pursuant to section 3.1.

“Sample Application Code” means the sample software code, application programming interface, portal code, header files and related information, and the file format specifications, if any, included as part of the Software as described in the Documentation or in a “Read Me” file accompanying the applicable Software.

“Server” means a Computer designed or configured for access by multiple users through a network.

“Staging Server” means a Server used to assemble, test, and review new or newer versions of applications, to deploy such applications over Licensee’s Internal Network, and only to be accessed by Authorized Users before the applications are moved into live, standby production, or production environments.

“Software” means (a) the object code version of the validly licensed Adobe’s proprietary software package accompanying this document, including all related Documentation and other materials provided by Adobe; (b) Sample Application Code; (c) modified versions, copies of, and upgrades, updates, and additions to such software and materials provided by Adobe at any time; and (d) Additional Enterprise Software Component (available with Enterprise version of Software only).

“Trial Software” means Software licensed for internal evaluation purposes and not for productive business use.

“Virtual Machine” (or “VM”) means a technical environment that contains the components necessary to operate multiple instances of software installed on a single Computer as if any instance of such software was separately installed on a separate Computer. VM also means a technical environment operating one or more instances of the Software to deliver hosted services and resources over the internet or intranet in which the services and resources can be accessed in a manner that permits such services and resources to be made available “on demand”, scaling up or down, to the processing needs of the user over time.

"Instance" means a single installation of ColdFusion deployed through a Hypervisor.

“Hypervisor” means a software, firmware, or hardware device that creates and runs Virtual Machines.

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”) or as otherwise provided herein), non-exclusive license to permit Authorized Users to install and use the Software delivered hereunder on Computers within Licensee’s Internal Network, on the licensed platforms and configurations, in the manner and for the purposes described in the Documentation, and as further set forth below and according to the terms and conditions of this Agreement.

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, Developer Edition Software, or Development Software version(s) of the Software, then Licensee’s right to install and use the Software is limited based on the terms specified in a separate written document and in Section 3 of this Agreement; and (b) if Licensee has licensed Trial Software or Not For Resale Software, then Licensee’s right to install and use the Software is limited as provided in Section 4 of this Agreement.

Sample Application Code. Licensee’s Authorized Users may install, modify and use the Sample Application Code solely for purposes of facilitating use of validly licensed Software in accordance with this Agreement. Licensee may modify the Sample Application Code solely for the purposes of designing, developing, and testing Licensee’s own software applications. However, Licensee is permitted to use, copy, and redistribute its modified Sample Application Code only if all of the following conditions are met: (a) Licensee includes Adobe’s copyright notice (if any) with Licensee’s application, including every location in which any other copyright notice appears in such application; and (b) Licensee does not otherwise use Adobe’s name, logos or other Adobe trademarks to market Licensee’s application. 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 Licensee’s applications, 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.

Backup, Failover and Disaster Recovery. Licensee may make and install a reasonable number of copies of the Software for backup, failover 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.

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.

Outsourcing. Licensee may sublicense 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.

Restrictions.

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. If you are located in the European Union, please refer to Section 13.1.

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.

No Transfer. Licensee shall not sublicense, assign, or transfer the Software or Licensee’s rights in the Software, or authorize any portion of the Software to be copied onto or accessed from another individual’s or entity’s Computer except as may be explicitly provided in this Agreement. Notwithstanding anything to the contrary in this Section 2.6.3, Licensee may transfer copies of the Software installed on one of Licensee’s Computers to another one of Licensee’s Computers provided that the resulting installation and use of the Software is in accordance with the terms of this Agreement and does not cause Licensee to exceed Licensee’s right to use the Software under this Agreement.

Prohibited Use. Except as expressly authorized through a separate custom agreement, Licensee is prohibited from: (a) using the Software on behalf of third parties; (b) renting, leasing, lending, or granting other rights in the Software including rights on a membership or subscription basis; (c) 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; or (d) using any component, library, or other technology included with the Software other than solely in connection with its use of the Software. For more information about how to obtain a custom agreement, please see: http://www.adobe.com/go/ColdFusion_Custom_Agreement.

Export Rules. Licensee acknowledges that the Software is subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations (collectively, the “Export Laws”) and that Licensee will comply with the Export Laws. Licensee will not ship, transfer, export, or re-export the Software , directly or indirectly, to: (a) any countries that are subject to US export restrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan, and Syria) (each, an “Embargoed Country"); (b) any end user whom Licensee knows or has reason to know will utilize them in the design, development, or production of nuclear, chemical or biological weapons; or rocket systems, space launch vehicles, sounding rockets, or unmanned air vehicle systems (each, a “Prohibited Use”); or (c) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government (each, a “Sanctioned Party”). In addition, Licensee is responsible for complying with any local laws in its jurisdiction which may impact Licensee’s right to import, export or use the Software. Licensee represents and warrants that (d) it is not a citizen of, or located within, an Embargoed Country; (e) it will not use the Software for a Prohibited Use; and (f) it is not a Sanctioned Party. All rights to use the Software are granted on condition that such rights are forfeited if Licensee fails to comply with the terms of this Agreement.

In the event that Licensee fails to comply with this Agreement, Adobe may terminate the license and Licensee must destroy all copies of the Software (with all other rights of both parties and all other provisions of this Agreement surviving any such termination).

Delivery. The Software may be delivered via electronic delivery or via tangible media (e.g., CD or DVD), and, if applicable, the Software may be supplied with a valid License Key.

Production Software and Development Software.

The following terms and conditions govern Licensee’s use of validly licensed Production Software, Developer Edition Software, and Development Software versions of the Software.

Production Software. This Section 3.1 applies only if Licensee has obtained one or more valid Production Software licenses, which are issued on a Core basis or separately mentioned. All such licenses shall be counted in separately across each use cases as defined in Sections 3.1.1–

Enterprise License Deployment.

Adobe grants Licensee a license to install and use the Production Software on a per- Core basis as provided herein section 1.5, or unless otherwise agreed in writing. Adobe grants Licensee the right to run on a single Computer for each valid license of Production Software that Licensee has obtained, as long as the number of Cores in such single computer is less than or equal to eight (8).

Standard License Deployment.

Adobe grants Licensee a license to install and use the Production Software on a per- Core basis as provided herein section 1.5 or unless otherwise agreed in writing. Adobe grants Licensee the right to run on a single computer for each valid license of Production Software that Licensee has obtained, as long as the number of Cores in such single computer is less than or equal to two (2). Licensee may contact Adobe at http://www.adobe.com/go/ColdFusion_Licensing_Contact for assistance in any licensing query.

If Licensee purchases one or more Production Software licenses under Section 3.1.1 above, then Adobe also grants Licensee the right to install and use the Software as Development Software pursuant to Section 3.2.

Development Software License. For each Enterprise License of Software, obtained by Licensee pursuant to Section 3.1.1, Licensee gets the right to install and use the Software as Development Software. If Licensee has obtained more than one license for Standard version of Software under section 3.1.2, Licensee may use one of such license as Development Software. And such Development Software shall be governed by terms below:

Development Software. For each license of Production Software obtained by the Licensee, Adobe grants Licensee a license to install and use the Software as Development Software on one Server. Licensee must separately obtain the right to install or use the Software as Development Software on more than one Server. In addition to the other terms contained herein, Licensee’s license to the Development Software is limited to use in Licensee’s technical environment strictly for testing, development, and staging purposes, to be used and accessed by Authorized Users over the Licensee’s Internal Network.

Development Software Restrictions. Licensee shall not (a) use the Development Software for any application deployment in a live or standby production environment, in each case, including, without limitation, in any environment accessed by application end users including but not limited to servers, workstations, kiosks, or mobile computers; or (b) use the Development Software to deploy applications that are accessed by end users. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE DEVELOPMENT SOFTWARE IS PROVIDED TO LICENSEE BY ADOBE ON AN AS IS BASIS, AND ADOBE DISCLAIMS ALL WARRANTY OR LIABILITY OBLIGATIONS TO LICENSEE OF ANY KIND.

Developer Edition Software License. This Section 3.3 applies only if Licensee has obtained a valid license for Trial Software, Not For Resale Software or Production Software.

Developer Edition Software. Adobe grants Licensee a license to install and use the Developer Edition Software on one Computer workstation. Licensee must separately obtain the right to install or use the Software as Developer Edition Software on more than one workstation. In addition to the other terms contained herein, Licensee’s license to the Developer Edition Software is limited to use in Licensee’s technical environment strictly for testing and development purposes and not for staging or live or standby production purposes.

Developer Edition Software Restrictions. Licensee shall not (a) use the Developer Edition Software for any application deployment in a live or standby production environment, in each case, including, without limitation, in any environment accessed by application end-users including but not limited to servers, workstations, kiosks, or mobile computers; (b) access the Developer Edition Software from more than two IP addresses at any given time; or (c) use the Developer Edition Software to deploy applications that are accessed by end users. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE DEVELOPER EDITION SOFTWARE IS PROVIDED TO LICENSEE BY ADOBE ON AN AS IS BASIS, AND ADOBE DISCLAIMS ALL WARRANTY OR LIABILITY OBLIGATIONS TO LICENSEE OF ANY KIND.

Territory. You will only use the Software and access the Adobe Online Service in the Territory and in a manner consistent with the activation policy described at http://www.adobe.com/go/cf2021_licensing, Adobe may terminate this license if Adobe determines that you are using the Software outside the Territory or in violation of the activation policy.

Trial Software and Not for Resale Software.

Trial Software. This Section 4.1 applies only if Licensee has obtained a valid license to evaluate Software as Trial Software as separately provided in writing by Adobe, as indicated by the License Key used to install the Software.

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

Limitations. Licensee’s rights to install and use Trial Software under this Section 4.1 will terminate immediately upon the earlier of (a) the expiration of the thirty (30) day period that begins on the date Adobe delivers or makes available the Trial Software, or (b) such time that Licensee purchases a license to a Production version of such Software. Adobe reserves the right to terminate Licensee’s license to use the Trial Software at any time in its sole discretion. Licensee shall return or destroy Licensee’s copy of the Trial Software upon termination of this Agreement for any reason. To the extent that any provision in this Section 4.1 is in conflict with any other term or condition in this Agreement, this Section 4.1 shall supersede such other term(s) and condition(s) with respect to the Trial Software, but only to the extent necessary to resolve the conflict.

LICENSEE ACKNOWLEDGES THAT THE TRIAL SOFTWARE MAY (c) HAVE LIMITED FEATURES, (d) FUNCTION FOR A LIMITED PERIOD OF TIME, OR (e) HAVE OTHER LIMITATIONS NOT PRESENT IN NON-TRIAL SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE TRIAL SOFTWARE IS PROVIDED TO LICENSEE BY ADOBE ON AN AS IS BASIS, AND ADOBE DISCLAIMS ALL WARRANTY OR LIABILITY OBLIGATIONS TO LICENSEE OF ANY KIND.

Not For Resale Software. This Section 4.2 applies only if Licensee has obtained a valid license to evaluate Software as Not For Resale Software or as NFR Software as separately provided in writing by Adobe or as indicated by the License Key Licensee uses to install the Software.

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

Limitations. Adobe reserves the right to terminate Licensee’s license to use the Not For Resale Software at any time in its sole discretion. Licensee shall return or destroy Licensee’s copy of the Not For Resale Software upon termination of this Agreement for any reason. To the extent that any provision in this Section 4.2 is in conflict with any other term or condition in this Agreement, this Section 4.2 shall supersede such other term(s) and condition(s) with respect to the Not For Resale Software, but only to the extent necessary to resolve the conflict. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE NOT FOR RESALE SOFTWARE IS PROVIDED TO LICENSEE BY ADOBE ON AN AS IS BASIS, AND ADOBE DISCLAIMS ALL WARRANTY OR LIABILITY OBLIGATIONS TO LICENSEE OF ANY KIND.

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 Inc. and its suppliers. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of Adobe Inc. 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.

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 to exceed 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. Any obligations that Adobe may have to support previous versions during the license term may end upon the availability of this update.

WARRANTY.

Limited Warranty. Except as may be otherwise provided in Sections 13 and 15, 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 TRIAL SOFTWARE (AS IDENTIFIED IN SECTION 4), NOT FOR RESALE SOFTWARE (AS IDENTIFIED IN SECTION 4), PRE-RELEASE SOFTWARE (AS IDENTIFIED IN SECTION 14), DEVELOPMENT SOFTWARE, SAMPLE APPLICATION CODE, PATCHES, FONT SOFTWARE CONVERTED INTO OTHER FORMATS, OR TO SOFTWARE THAT HAS BEEN ALTERED BY LICENSEE, TO THE EXTENT SUCH ALTERATION CAUSES A DEFECT. All warranty claims must be made within the ninety (90) day period described above. If the Software does not substantially perform 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.

DISCLAIMER. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY ADOBE AND ITS AFFILIATES, AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR ADOBE’S, 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 7.2 and Section 8 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.

LIMITATION OF LIABILITY.

EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE AND AS OTHERWISE PROVIDED IN SECTIONS 13 AND 15, 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.

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; (b) Japan, if a license to the Software is purchased when Licensee is in Japan; (c) Singapore, if a license to the Software is obtained when Licensee is in a member state of the Association of Southeast Asian Nations, Mainland China, Hong Kong S.A.R., Macau S.A.R., Taiwan, or the Republic of Korea; or (d) England and Wales, 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 and Wales applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. When Singapore law applies; any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this section. There shall be one arbitrator, selected jointly by the parties. If the arbitrator is not selected within thirty (30) days of the written demand by a party to submit to arbitration, the Chairman of the SIAC shall make the selection. The language of the arbitration shall be English. Notwithstanding any provision in this agreement, Adobe or you may request any judicial, administrative, or other authority to order any provisional or conservatory measure, including injunctive relief, specific performance, or other equitable relief, prior to the institution of legal or arbitration proceedings, or during the proceedings, for the preservation of its rights and interests or to enforce specific terms that are suitable for provisional remedies.

This agreement will not be governed by the following, the application of which is hereby expressly excluded: (e) the conflict of law rules of any jurisdiction, (f) the United Nations Convention on Contracts for the International Sale of Goods, and (g) the Uniform Computer Information Transactions Act, as enacted in any jurisdiction.

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.

Notice to U.S. Government End Users.

Commercial Items. The Software and Documentation are “Commercial Item(s),” as that term is defined in 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 Inc., 345 Park Avenue, San Jose, CA 95110-2704, USA.

U.S. Government Licensing of Adobe Technology. Licensee agrees that when licensing Adobe Software for acquisition by the U.S. Government, or any contractor thereto, 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 227-72021 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); Section 503 of the Rehabilitation Act of 1973, as amended; and the regulations at 41 C.F.R. 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.

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, as 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, 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.

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, the terms stated in this Section will supersede such other term or condition.

No Prejudice, European Union Provisions.

This agreement will not prejudice the statutory rights of any party, including those dealing as consumers. For example, for consumers in New Zealand who obtain the Software for personal, domestic, or household use (not business purposes), this agreement is subject to the Consumer Guarantees Act.

If you obtained the Software in the European Union (EU), you usually reside in the EU, and you are a consumer (that is you use the Software for personal, non-business related purposes), then Section 7 (Limited Warranty) does not apply to your purchase and use of the Software. Instead, Adobe warrants for a period of 2 years from purchase that the Software provides the functionalities set forth in the Documentation (the “agreed upon functionalities”) when used on the recommended hardware configuration. Non-substantial variation from the agreed upon functionalities will not establish any warranty rights. THIS WARRANTY DOES NOT APPLY TO SOFTWARE THAT YOU USE ON A PRE-RELEASE, TRYOUT, STARTER, OR PRODUCT SAMPLER BASIS, OR TO FONT SOFTWARE, OR TO THE EXTENT THAT THE SOFTWARE FAILS TO PERFORM BECAUSE IT HAS BEEN ALTERED BY YOU. To make a warranty claim, you must notify the Adobe Customer Support Department during this 2 year period, providing details of proof of purchase of the Software. Adobe will verify with you whether there is a defect in the Software or advise you that the error arises because you have not installed the Software correctly (in which case, Adobe shall assist you). If there is a defect in the Software, you may request from Adobe either a refund or a repaired or replacement copy of the Software. Requests must be accompanied by proof of purchase. In the event your warranty details are substantiated, Adobe will meet your request for repaired or replacement Software, unless it is not reasonable for Adobe to do so, in which case Adobe will provide you with a refund. For warranty assistance, please contact the Adobe Customer Support Department. Please note that the provisions of Section 8 (Limitation of Liability) will continue to apply to any damages claims you make in respect of your use of the Software. Nonetheless, Adobe shall be liable for direct losses that are reasonably foreseeable in the event of a breach by Adobe of this agreement. You are advised to take all reasonable measures to avoid and reduce damages, in particular by making backup copies of the Software and your computer data. This Agreement, and in particular, this Section 13.1.2, is intended to describe your rights (including your statutory rights) in the event there should be problems with your use of the Software. If your statutory rights are greater than this description, your statutory rights shall apply.

Nothing included in this agreement (including Section 2.6.1) shall limit any non-waivable right to decompile the Software that you may enjoy under applicable law. For example, if you are located in the European Union (EU), you may have the right under certain conditions specified in the applicable law to decompile the Software if it is necessary to do so in order to achieve interoperability of the Software with another software program, and you have first asked Adobe in writing to provide the information necessary to achieve such operability and Adobe has not made such information available. In addition, such decompilation may only be performed by you or someone else entitled to use a copy of the Software on your behalf. Adobe has the right to impose reasonable conditions before providing such information. Any information supplied by Adobe or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software that is substantially similar to the expression of the Software or used for any other act that infringes the copyright of Adobe or its licensors.

Pre-release Software Additional Terms.

If the Software is pre-commercial release or beta software (“Pre-release Software”), then this section applies. The Pre-release Software does not represent final product from Adobe, and may contain bugs, errors, or other problems that could cause system or other failures and data loss. Adobe may never commercially release the Pre-release Software. If Licensee received the Pre-release Software pursuant to a separate written agreement, such as the Adobe Inc.License Agreement for Pre- release Software, then Licensee’s use of the Software is also governed by such agreement. Licensee will promptly return or destroy all copies of Pre-release Software upon the earlier of Adobe’s request or upon Adobe’s commercial release of such Software. LICENSEE’S USE OF PRE-RELEASE SOFTWARE IS AT ITS OWN RISK. SEE SECTIONS 7 AND 8 FOR LIMITED WARRANTY AND LIABILITY LIMITATIONS RELATED TO PRE-RELEASE SOFTWARE.

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 thereof. 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), 7.2 (Disclaimer), 8 (Limitation of Liability), 9 (Governing Law), 10 (General Provisions), 11 (Notice to U.S. Government End Users), 13 (Specific Provisions and Exceptions), and 15 (Term and Termination).

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.

Educational Software Product.

If the Software accompanying this agreement is Educational Software Product (i.e., Software manufactured and distributed for use only by educational end users), Licensee is not entitled to use the Software unless Licensee qualifies in its jurisdiction as an educational end user. Please visit http://www.adobe.com/go/edu_purchasing to learn if Licensee qualifies. To find an Adobe authorized academic reseller in Licensee’s area, please visit http://www.adobe.com/go/store and look for the link for Buying Adobe Products Worldwide.

Third Party Software.

The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at http://www.adobe.com/go/thirdparty (or a successor website thereto) and are made a part of and incorporated by reference into this Agreement.

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 and ColdFusion are either registered trademarks or trademarks of Adobe Inc. in the United States and/or other countries. All other trademarks are the property of their respective owners.

Adobe Inc.: 345 Park Avenue, San Jose, California 95110-2704

Adobe Systems Software Ireland Limited: 4-6 Riverwalk, City West Business Campus, Saggart, Dublin

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