Attachment 2.pdf

ATTACHMENT A

CUSTOMER LICENSING TERMS

SOUTH CAROLINA DEPT OF ADMINISTRATI (“Customer”) will be placing an order through a reseller awarded the relevant contract (“Reseller”) for the purchase of the following Adobe On-demand Services, Managed Services, and/or On-premise Software (collectively, “Products and Services”).

Adobe Inc.

Products and Services Detail:

Creative Cloud, Document Cloud and Software The License Term of the Products and Services and any applicable Support commences on the later of Products and Services delivery or the identified start date. The end date of the License Term of the Products and Services and any applicable Support is the later of the amount of months comprising the identified License Term or the identified end date. The dates below only represent best estimates of the start and end dates of the License Term.

Base Year:

Line Number SKU SKU Description Billing Cycle Quantity License Metric / Unit of Measure License Term Start Date License Term End Date 01 65286686 Acrobat Pro DC Advance | Annually - In 752.00 Each USER Per Year 6 August 2023 5 August 2024 02 65274430 All Apps Advance | Annually - In 51.00 Each USER Per Year 6 August 2023 5 August 2024 03 65291298 Captivate Advance | Annually - In 15.00 Each USER Per Year 6 August 2023 5 August 2024

Option Year One:

Line Number SKU SKU Description Billing Cycle Quantity License Metric / Unit of Measure License Term Start Date License Term End Date

04 65286686 Acrobat Pro DC Advance | Annually - In 752.00 Each USER Per Year 6 August 2024 5 August 2025 05 65274430 All Apps Advance | Annually - In 51.00 Each USER Per Year 6 August 2024 5 August 2025 06 65291298 Captivate Advance | Annually - In 15.00 Each USER Per Year 6 August 2024 5 August 2025

Option Year Two:

Line Number SKU SKU Description Billing Cycle Quantity License Metric / Unit of Measure License Term Start Date License Term End Date

07 65286686 Acrobat Pro DC Advance | Annually - In 752.00 Each USER Per Year 6 August 2025 5 August 2026 08 65274430 All Apps Advance | Annually - In 51.00 Each USER Per Year 6 August 2025 5 August 2026 09 65291298 Captivate Advance | Annually - In 15.00 Each USER Per Year 6 August 2025 5 August 2026

01 Acrobat Pro DC:

This product has both On-premise Software and access to On-demand Services. It does not include any Adobe Acrobat Sign entitlements, features, or capabilities, all of which requires separate purchase.

02 All Apps:

This product includes all Creative Cloud On-premise Software, Acrobat Pro, and access to all Creative Cloud On-demand Services.

03 Captivate:

This product is primarily On-premise Software, with limited On-demand Services to support license management.

04 Acrobat Pro DC:

This product has both On-premise Software and access to On-demand Services. It does not include any Adobe Acrobat Sign entitlements, features, or capabilities, all of which requires separate purchase.

05 All Apps:

This product includes all Creative Cloud On-premise Software, Acrobat Pro, and access to all Creative Cloud On-demand Services.

06 Captivate:

This product is primarily On-premise Software, with limited On-demand Services to support license management.

07 Acrobat Pro DC:

This product has both On-premise Software and access to On-demand Services. It does not include any Adobe Acrobat Sign entitlements, features, or capabilities, all of which requires separate purchase.

08 All Apps:

This product includes all Creative Cloud On-premise Software, Acrobat Pro, and access to all Creative Cloud On-demand Services.

09 Captivate:

This product is primarily On-premise Software, with limited On-demand Services to support license management.

Terms and Conditions:

1. All use of the Products and Services specified above will be governed by the terms of these Customer Licensing Terms, and the version of the Adobe Enterprise Licensing Terms in effect as of the date Customer issues a purchase order to Reseller and available at www.adobe.com/legal/terms/enterprise-licensing.html, including the General Terms and the applicable Product Specific Licensing Terms (“PSLT(s)”) (collectively, the “Agreement”). If there is any inconsistency between the parts of this Agreement, then the part listed earlier will prevail to the extent of the inconsistency: (i) these Customer Licensing Terms; (ii) the applicable PSLT(s); and (iii) the General Terms. Capitalized terms used in these Customer Licensing Terms have the meanings set out in applicable modules of the Adobe Enterprise Licensing Terms, unless otherwise specified.

2. Adobe is not entering into a direct purchasing relationship with Customer for the Products and Services. Reseller is solely responsible for setting the terms of payment with Customer (including but not limited to when payments by Customer are due to Reseller).

3. Customer may deploy the specified quantity of Products and Services identified in the Products and Services Pricing Detail within the entirety of Customer's organization. If an individual ceases to be an employee or contractor of Customer during the term of a license or no longer needs to use a Product or Service, and Customer de-installs the Product or Service from the Computer of that employee or contractor, a different employee or contractor may then use a new ID and password without being deemed an additional User.

4. As of License Term Start Date set forth above, the Parties agree this Sales Order terminates and replaces prior Adobe Contract Number ECM #00854055 (“Terminated Sales Order”). Customer understands and acknowledges that prior to the License Term Start Date of this Sales Order, Customer will be invoiced in accordance with the Terminated Sales Order for applicable fees associated with the licensing of the Products and Services under the Terminated Sales Order, and that Customer will be obligated to pay in accordance with such invoices. Customer will be entitled to a credit under the Terminated Sales Order for any prepaid and unused licensing fees for the Products and Services licensed under the Terminated Sales Order.

5. For those Products and Services that are licensed for a specific quantity, Customer must submit monthly reports of any deployment of the Products and Services in excess of the quantities previously purchased using the form found at http://www.adobe.com/go/trueup. Such reports, along with a corresponding order, must be provided by Customer to Reseller on a monthly basis and must reflect deployments made on specified dates during the preceding monthly period.

6. Adobe will provide support services for the Products and Services as described at https://helpx.adobe.com/support /programs/support-policies-terms-conditions.html.

7. The License Term for the Products and Services extends for twelve months (“Base Year”) and may be renewed for up to two successive one year terms (each, an “Option Year”) for the fees set forth in the Products and Services Pricing Detail by providing Reseller 30 days prior written notice, provided that 1) the quantity of any identified licenses does not decrease and 2) if the license is for an Adobe Sign Subscription, that Customer does not process Transactions beyond the Subscription Limit during the preceding Base Year or Option Year. Any renewal of the License Term or exercise of an Option Year must reflect the quantities set forth herein. Unless the license is for an Adobe Sign Subscription, the Option Year must also include any excess quantities that were added on and/or trued up during the entire License Term and any exercised Option Years. If Customer desires to renew the License Term or exercise an Option Year with a reduction of the quantities described above, then Customer and Reseller must enter into an addendum to their agreement, which may reflect revised unit pricing. If Customer attempts to renew for an Option Year by providing notice to the Reseller less than thirty days prior to the expiration of the then current License Term, or after the expiration of the then current License Term, Adobe can decide whether or not to accept such order from its Distributor in its sole discretion. By virtue of Adobe accepting such a purchase order, the terms and conditions set forth in this Attachment A will continue to govern, including any amendments. For purchase orders submitted after the expiration of the then current License Term, Adobe will adjust the License Term Start and End Dates on the subsequent Option Year License Term only if the Customer’s access to the Products and Services was impacted by the purchase order coming in late. In such case, the License Term of the Products and Services and any applicable Support commences on the later of the date of re-http://www.adobe.com/legal/terms/enterprise-licensing.html http://www.adobe.com/go/trueup https://helpx.adobe.com/support/programs/support-policies-terms-conditions.html https://helpx.adobe.com/support/programs/support-policies-terms-conditions.html activation of the Customer’s access to the Products and Services (if applicable), or the previously expected Start Date of the applicable Option Year License Term. The End Date of the License Term of the Products and Services and any applicable Support is the later of the amount of months comprising the identified License Term or the previously expected End Date of the applicable Option Year License Term.

8. Customer acknowledges and agrees that it may not assign or otherwise transfer licenses to the Products and Services to any other government or other entity without Adobe’s prior written approval.

9. By placing an order with Reseller for the Products and Services, Customer will be deemed to have accepted these Customer Licensing Terms and the applicable Adobe Enterprise Licensing Terms. Customer must also attach a copy of these Customer Licensing Terms to its corresponding purchase order to Reseller.