Terms and Conditions

Specific Terms: Adobe Value Incentive Plan Marketplace Program ("VIP Marketplace") Product Subscriptions from SoftwareOne

1. Introduction

1.1 SoftwareOne is a VIP Marketplace Direct Partner authorized to resell Adobe software products and services licensed under the VIP Marketplace (“Adobe Products” or “Products”) to members of the VIP Marketplace (“Members") through the SoftwareOne Marketplace.

1.2 Please read these specific terms (“Specific Terms” or “Contract”) carefully. The terms of this Contract (as may be updated from time to time) govern Your purchase of Adobe Products from SoftwareOne as part of the VIP Marketplace via the SoftwareOne Marketplace and Your access and use of them.

1.3 By clicking “Place Order” on placing an order for the Products on the SoftwareOne Marketplace or by accessing or using the Adobe Products, You are agreeing to be bound by the terms of this Contract and, You represent to SoftwareOne that You are a Member of VIP Marketplace, that You are an active business, that You are lawfully able to enter into this Contract, and if You are entering into this Contract on behalf of a firm or entity, such as the company or organization You work for, You are representing to SoftwareOne that You have the legal authority to bind that firm or entity.

1.4 This Contract is made between You individually if You are agreeing to it in Your own capacity as an active business, or if You are authorized to enter into this Contract on behalf of a firm or entity, between the firm or entity for whose benefit You act (in either case, “Customer”, “Client”, “You” or “Your”) and the relevant SoftwareOne contracting party designated as the “Seller” on the SoftwareOne Marketplace site page (“SoftwareOne”, “We”, or “Us”). Each a “Party” and together the “Parties”.

1.5 This Contract is entered into under and is governed by SoftwareOne’s standard terms and conditions, a copy of which is available here: www.softwareone.com (“Standard Terms”), as may be updated from time to time. In the event of any conflict or inconsistency between the terms of this Contract and the Standard Terms, the terms of this Contract shall take precedence.

2. Adobe VIP Terms and the TOU

2.1 By agreeing to be bound by the terms of this Contract, Customer agrees that:

(i) its access and use of the Adobe VIP Marketplace is subject to Customer’s acceptance of the Adobe Value Incentive Plan Terms and Conditions (a direct agreement between Adobe and Customer), as may be amended by Adobe from time to time, and which are available here: Adobe Value Incentive Plan Terms And Conditions | Adobe Buying Programs, or any successor website (the “Adobe VIP Terms”);

(ii) in addition to (i) above, its access and use of each Adobe Product is subject to Customer’s acceptance of the General Terms of Use (a direct agreement between Adobe and Customer), as may be amended by Adobe from time to time, which are available here: Legal (adobe.com) (and also referenced within the Adobe VIP Terms), or any successor website, including the Additional Terms and any other terms referenced therein that are applicable to the Adobe Product (collectively, the “TOU”);

(iii) it shall accept the Adobe VIP Terms and the TOU prior to accessing and/or using the VIP Marketplace or any Adobe Product. By accessing and/or using the VIP Marketplace and/or any Adobe Product, Customer: (i) acknowledges that it has read and understood the content of the Adobe VIP Terms and the TOU; and (iii) agrees to be bound by and comply with their terms;

(iv) it may have to re-accept the Adobe VIP Terms and TOU in connection with purchasing Adobe Products under the VIP Marketplace through the SoftwareOne Marketplace.

3. Subscriptions in Adobe Products

3.1 Adobe Products provided under the VIP Marketplace through the SoftwareOne Marketplace are licensed to Customer for Customer’s access and use for a committed term (a “Subscription”) and are not sold. Customer may only use the Adobe Products for its internal business use, and not for sale (or for free) to a third party.

3.2 Subscriptions are available for the following commitment terms (“Subscription Term”):

(i) Annual Plan (one (1) year) Paid Yearly in Advance (“Annual Plan”): Customer commits to a one (1) year Subscription Term and is charged yearly in advance at the price prevailing at the time the order status is set to “completed” on the SoftwareOne Marketplace (“Completed”) based on the quantity of Units that Customer chooses for its Subscription(s). Any additional Units that Customer adds during the Subscription Term will be charged yearly in advance on a prorated basis at the price prevailing at the time the order for such additional Units is Completed;

(ii) Three (3) Year Commit (thirty-six (36) months) Paid Yearly in Advance (“Three Year Commit”): Customer commits to a three (3) year Subscription Term and to purchase a minimum quantity of Units for the Subscription Term (the “Committed Quantity”). Each year of the three (3) year Subscription Term, Customer will be charged yearly in advance for the Committed Quantity at the price prevailing at the time the initial Three Year Commit order was Completed. Any additional Units that Customer adds during any year of the Subscription Term will be charged in advance on a prorated basis for that year at the price prevailing at the time the order for such additional Units is Completed and renewed and charged yearly in advance for each remaining year of the Subscription Term at the price prevailing for such additional Units at the time of their yearly renewal.

4. Auto-renewal and Auto-renewal Terms

4.1 Adobe Products included in the VIP Marketplace are auto-renewing Subscriptions and will automatically renew unless otherwise set forth herein or notified by SoftwareOne. For the:

(i) Annual Plan: Subscriptions will automatically renew for additional successive one (1) year terms. For each automatically renewing Subscription SoftwareOne will charge Customer, at the price prevailing at the time of such renewal, for the Subscription and for any additional Units added during the then current Subscription Term, yearly in advance on or following the last day of Customer’s then current Subscription Term. Any additional Units that Customer adds during a renewed Subscription Term will be charged yearly in advance on a prorated basis at the price prevailing for such additional Units at the time the order is Completed;

(ii) Three Year Commit: Subscriptions (including any additional Units beyond the Committed Quantity) will automatically default to the Annual Plan (and renew for additional successive one (1) year terms in accordance with Clauses 3.2(i) and 4.1(i) above) unless Customer submits a recommitment request within the thirty (30) days, but not later than seven (7) Business Days, before the end of the current Subscription Term committing to renewing the Three Year Commit Subscription for a successive three year Subscription Term (“Recommitment Request”). For each renewed Three Year Commit Subscription:

• Each year of the three (3) year renewed Subscription Term, Customer will be charged yearly in advance for the Committed Quantity at the price prevailing at the time of the renewal of the Subscription;

• Any additional Units beyond the Committed Quantity will be renewed and charged yearly in advance for each year of the renewed Subscription Term at the price prevailing for such additional Units at the time of their yearly renewal; and

• Any additional Units that Customer adds during any year of the renewed Subscription Term will be charged in advance on a prorated basis for that year at the price prevailing at the time the order for such additional Units is Completed and renewed and charged yearly in advance for each remaining year of the renewed Subscription Term at the price prevailing for such additional Units at the time of their yearly renewal.

4.2 In addition, and without prejudice, to the above, if the Adobe Product Subscription is an automatically-renewing Subscription Customer expressly agrees and consents to the following Auto-Renewal Terms:

AUTO-RENEWAL TERMS mean: (i) that the Subscription will continue until Customer cancels; (ii) SoftwareOne’s cancellation policy (including any option for online cancellation provided, if Customer accepts the licensing terms online); (iii) the price of the recurring charges for each Adobe Product and the amount of the charge may change; (iv) the length of the automatic renewal term or that the service is continuous; and (v) if a free trial is offered, the price that will be charged after the trial ends.

5. Opting out of Auto-renewal and Providing Notice

5.1 Customer may elect to opt out of auto-renewal for an automatically renewing Adobe Product Subscription at any time but no later than seven (7) Business Days before the renewal date by following the procedure for this on the SoftwareOne Marketplace or by calling or emailing its SoftwareOne Account Manager. By doing so, Customer’s Subscription will automatically terminate at the end of the then-current Subscription Term.

6. Changes, Additions and Returns

Changes

6.1 Customer may change:

(i) the quantity of Units for an Annual Plan in advance of the end of the then current Subscription Term by providing notice of the revised quantity through the SoftwareOne Marketplace at least seven (7) Business Days prior to the end of the then current Subscription Term; or

(ii) the quantity of additional Units added beyond the Committed Quantity of a Three Year Commit Subscription at the end of each year of the Subscription Term by providing notice of the revised quantity through the SoftwareOne Marketplace at least seven (7) Business Days prior to the end of the then current year of the Subscription Term.

(iii) without prejudice to Clause 4.1(iii), the Committed Quantity of a Three Year Commit Subscription at the end of the three year Subscription Term by providing notice of the revised minimum quantity through the SoftwareOne Marketplace at the time of submission of the Recommit Request.

6.2 Customer acknowledges and agrees that changes in quantities may effect price.

6.3 Reducing the number of any committed quantities below the committed quantities is not allowed.

Adding Units

6.4 A “Unit” means a credit pack, named license, workstation, subscription, user, server, transaction or other units of measure specified by Adobe as consumables, licenses, or otherwise in the VIP Marketplace in connection with an Adobe Product Subscription.

6.5 Customer may add additional Units to its Adobe Product Subscriptions via Adobe’s admin console (“Admin Console”) and should then be able to use the additional Units added. When Customer adds additional Units SoftwareOne will receive notice of this however, Adobe will automatically terminate the added Units unless SoftwareOne places a corresponding order with Adobe within seven (7) days of Customer adding the Units. To enable SoftwareOne to do this, Customer must place a corresponding order with SoftwareOne through the SoftwareOne Marketplace and the order must be Completed within seven (7) days of Customer adding the Units via the Admin Console. The order date for any such orders will be the date the order status is Completed, and not the date Customer added the additional Units in the Admin Console.

6.6 To avoid additional steps, SoftwareOne recommends Customer following the procedure for this on the SoftwareOne Marketplace or calling or emailing its SoftwareOne Account Manager.

Returns

6.7 Customer has ten (10) days from the date an order is Completed to submit and have the return order status Completed for the Adobe Product ordered. Customer must follow the procedure for this on the SoftwareOne Marketplace or call or email its SoftwareOne Account Manager. No extended return periods will apply, and no returns will be accepted after that ten (10) day window has lapsed. Notwithstanding the foregoing, any Adobe Product will not be accepted as a return if any portion of such Adobe Product has been used.

6.8 In order to return an order, an entire order must be returned. No partial returns are permitted.

6.9 If Customer has migrated from VIP to Adobe VIP Marketplace, Customer acknowledges and agrees that VIP orders cannot be returned within VIP Marketplace. After migration to VIP Marketplace, any orders placed in VIP may no longer be returned. Even if such prior VIP orders would have been eligible for return in VIP, such orders may no longer be returned once Customer has migrated to VIP Marketplace. Upon migration to VIP Marketplace, Customer waives any rights to return such orders.

7. Pricing, Billing and Payment Terms

7.1 Prices shown on the SoftwareOne Marketplace are estimates only and are subject to change (including as a result of the fluctuation of currency values). Changes in the quantity of any order may effect price.

7.2 Unless otherwise stated herein, Customer’s Subscription price (including the price of any Units added during the Subscription Term) may change at the time of each relevant renewal period. Customer may contact its SoftwareOne Account Manager at any time for pricing information.

7.3 SoftwareOne reserves the right to cancel orders as a result of pricing or other errors.

7.4 SoftwareOne will not refund or credit Customer for any amounts paid for Adobe Products ordered unless a refund or credit is provided by Adobe to SoftwareOne.

7.5 Unless otherwise stated herein or on the relevant SoftwareOne Marketplace site page for the Adobe Product ordered, SoftwareOne shall issue invoices for all charges prorated yearly in advance.

7.6 Unless otherwise agreed with SoftwareOne, invoices shall be payable by Customer within seven (7) days of the date of the invoice.

7.7 All fees and other charges are stated exclusive of all taxes and expenses which shall be payable by Customer in addition thereto.

7.8 If Customer is required by applicable law to deduct or withhold any taxes from any amount payable, the amount payable shall be increased so that after making all required deductions and withholdings, SoftwareOne receives an amount equal to the amount it would have received had no such deductions or withholdings been made.

7.9 SoftwareOne shall be entitled to vary prices, fees, expenses, Taxes or other charges (including any minimum charges, percentages or discounts applied) and/or the billing model related thereto at any time.

7.10 For the avoidance of doubt, “year” or “yearly” means any successive period of one (1) year measured from the date an order is Completed.

8. Consents

8.1 Customer acknowledges and agrees that SoftwareOne will provide Adobe with Customer data for Adobe’s use, including in connection with the performance by Adobe of the Adobe VIP Terms and TOU.

8.2 Customer will collect and transfer Personal Data to SoftwareOne, so that SoftwareOne can transfer such data to Adobe. Therefore, Customer confirms that it collects and transfers such Personal Data to SoftwareOne in accordance with lawful legal bases and that is has informed the respective individuals of the processing that SoftwareOne undertakes and their right to object to the processing.

8.3 SoftwareOne, Adobe and Customer are independent contractors with respect to the purchase, access and use of the Adobe Product Subscription(s).

8.4 Customer agrees to SoftwareOne providing Adobe with a copy of this Contract as Adobe may reasonably request.

9. Miscellaneous

9.1 For information on the Adobe VIP Marketplace, please also see SoftwareOne’s information page available here: Adobe VIP Marketplace | Marketplace Platform (softwareone.com). Customer agrees that the information page is provided for information only.