Attachment_A_-_ETLA.pdf

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Attached to
Adobe Software Licenses
Solicitation number
ITB0000011
Issued by
Miami-Dade County, Atlantis City, Florida

About this file

This is a Customer Licensing Terms attachment for an Adobe software procurement by Miami-Dade County, Florida, establishing terms for the purchase of Adobe products and services through an authorized reseller. The contract encompasses a comprehensive suite of Adobe solutions including Acrobat Sign for enterprise with a 100,000 transaction limit, Acrobat Pro DC and Standard DC licenses, Creative Cloud applications (All Apps Pro and Single App Pro), Captivate, Photoshop with feature-restricted offline capabilities, and Adobe professional services for Acrobat Sign implementation. The base year runs from June 23, 2024, to June 22, 2025, with quantities totaling 5,035 Acrobat Pro DC licenses, 754 Acrobat Standard DC licenses, 234 All Apps Pro licenses, 98 Single App Pro licenses, 13 feature-restricted Acrobat Pro DC licenses, 3 Captivate licenses, and 10 feature-restricted Photoshop licenses, plus one Acrobat Sign enterprise subscription and sandbox environment. The contract includes two optional renewal years (June 23, 2025–June 22, 2026, and June 23, 2026–June 22, 2027) with identical product quantities and terms, contingent upon Miami-Dade County providing notice to the reseller at least 30 days prior to expiration and maintaining compliance with transaction limits for Sign subscriptions.

The licensing terms prohibit processing Acrobat Sign transactions beyond the 100,000 subscription limit without Adobe approval, and any excess usage will require mutual agreement on revised fees and disqualify the county from exercising subsequent option years at the stated pricing. Users may deploy licenses across the county's organization, with transfers permitted between employees without additional licensing fees if the original user's software is de-installed. Monthly true-up reporting is required for any deployments exceeding purchased quantities. The Acrobat Sign Sandbox is designated for non-production use only and is not compliant with HIPAA, FedRAMP, or PCI DSS standards. On-premise software activation is limited to two computers per user (non-simultaneous), while single app deployments require minimum one-month terms per user. Professional services for Adobe Sign implementation are included on an onshore, primarily remote basis, with up to two concurrent service requests permitted and Adobe retaining discretion to optimize service delivery. The agreement is governed by Adobe Enterprise Licensing Terms as of the sales order date, with Miami-Dade County responsible for all reasonable travel and out-of-pocket expenses incurred by Adobe in connection with professional services.

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CONFIDENTIAL

21 June 2024 1:01:09 PM

ATTACHMENT A

CUSTOMER LICENSING TERMS

MIAMI DADE COUNTY (“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”).

Products and Services Details

Adobe On-demand Services Except as otherwise specified in this Sales Order, these On-demand Services terminate on the identified License Term End Date.

Base Year

Line Number

SKU SKU Description Billing Cycle Quantity License Metric / Unit of Measure

License Term Start Date

License Term End

Date 01 65315744 Acrobat Sign for enterprise Subscription Advance |

Annually - In

1.00 Each

Subscription Per Year

23 June 2024 22 June 2025

02 65317510 Acrobat Sign Sandbox Advance | Annually - In

1.00 Each Per Year 23 June 2024 22 June 2025

Option Year 1

Line Number

SKU SKU Description Billing Cycle Quantity License Metric / Unit of Measure

License Term Start Date

License Term End

Date 3 65315744 Acrobat Sign for enterprise Subscription Advance |

Annually - In

1.00 Each

Subscription Per Year

23 June 2025 22 June 2026

4 65317510 Acrobat Sign Sandbox Advance | Annually - In

1.00 Each Per Year 23 June 2025 22 June 2026

Option Year 2

Line Number

SKU SKU Description Billing Cycle Quantity License Metric / Unit of Measure

License Term Start Date

License Term End

Date 5 65315744 Acrobat Sign for enterprise Subscription Advance |

Annually - In

1.00 Each

Subscription Per Year

23 June 2026 22 June 2027

6 65317510 Acrobat Sign Sandbox Advance | Annually - In

1.00 Each Per Year 23 June 2026 22 June 2027

1, 3, 5 Acrobat Sign for enterprise Subscription:

The initial License Term for the Adobe Sign for Enterprise Subscription 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. Customer may exercise an option to renew the License Term by submitting a purchase order to Adobe at least thirty days prior to the expiration of the then current License Term in the amount set forth in the Products and Services Pricing Details. During the Base Year, and in each Option Year if exercised, Customer may process up to 100,000 Transactions (“Subscription Limit”), which represents the fair use limitation of Transactions for the subscription level purchased. Transactions are aggregated amongst all of Customer's licensed Users. Customer is not authorized to process any Transactions in excess of the Subscription Limit, without Adobe’s prior approval. In the event that Customer processes Transactions beyond the Subscription Limit, Customer will not be entitled to exercise any subsequent Option Years for the fees set forth in the Products and Services Pricing Detail. Instead, Customer and Adobe must mutually agree on a revised fee structure. The dates set forth in the Table represent the best estimates of the License Term Start Date and License Term End Date, but Adobe will adjust such dates based on the actual delivery date of login credentials to access the Products and Services.

2, 4, 6 Acrobat Sign Sandbox:

The Acrobat Sign Solutions Sandbox (Sandbox) may be used to deploy a disposable instance of Acrobat Sign Solutions as a cloud service development environment for non-production use cases only. The Sandbox and the included development environment are not subject to any service level commitments including any minimum uptime percentage. The Sandbox and the included development environment are not compliant with any compliance certifications, standards or regulations and must not be used to process any Sensitive Personal Information. For example, the Sandbox is not HIPAA-ready, FedRAMP-ready or PCI DSS V3.2.1 compliant and must not be used in conjunction with data or processes requiring HIPAA, FedRAMP or PCI protections. The dates set forth in the Table represent the best estimates of the License Term Start Date and License Term End Date, but Adobe will adjust such dates based on the actual delivery date of login credentials to access the Sandbox.

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O nly

Creative Cloud, Document Cloud and Software Except for perpetual licenses, 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

7 65286686 Acrobat Pro DC Advance | Annually - In

5,035.00 Each USER Per Year

23 June 2024 22 June 2025

8 65286683 Acrobat Standard DC Advance | Annually - In

754.00 Each USER Per

Year

23 June 2024 22 June 2025

9 65299026 All Apps, Pro Advance | Annually - In

234.00 Each USER Per

Year

23 June 2024 22 June 2025

10 65300292 Single App Pro Advance | Annually - In

98.00 Each USER Per

Year

23 June 2024 22 June 2025

11 65310401 Acrobat Pro DC - Feat Rstrctd - Offline Advance | Annually - In

13.00 Each USER Per

Year

24 June 2024 23 June 2025

12 65291298 Captivate Advance | Annually - In

3.00 Each USER Per

Year

24 June 2024 23 June 2025

13 65308564 Photoshop - Feat Rstrctd - Offline Advance | Annually - In

10.00 Each USER Per

Year

24 June 2024 23 June 2025

Option Year 1

SKU SKU Description Billing Cycle Quantity License Metric / Unit of Measure

License Term Start Date

License Term End Date

14 65286686 Acrobat Pro DC Advance | Annually - In

5,035.00 Each USER Per Year

23 June 2025 22 June 2026

15 65286683 Acrobat Standard DC Advance | Annually - In

754.00 Each USER Per

Year

23 June 2025 22 June 2026

16 65299026 All Apps, Pro Advance | Annually - In

234.00 Each USER Per

Year

23 June 2025 22 June 2026

17 65300292 Single App Pro Advance | Annually - In

98.00 Each USER Per

Year

23 June 2025 22 June 2026

18 65310401 Acrobat Pro DC - Feat Rstrctd - Offline Advance | Annually - In

13.00 Each USER Per

Year

23 June 2025 22 June 2026

19 65291298 Captivate Advance | Annually - In

3.00 Each USER Per

Year

23 June 2025 22 June 2026

20 65308564 Photoshop - Feat Rstrctd - Offline Advance | Annually - In

10.00 Each USER Per

Year

23 June 2025 22 June 2026

Option Year 2

SKU SKU Description Billing Cycle Quantity License Metric / Unit of Measure

License Term Start Date

License Term End Date

21 65286686 Acrobat Pro DC Advance | Annually - In

5,035.00 Each USER Per Year

23 June 2026 22 June 2027

22 65286683 Acrobat Standard DC Advance | Annually - In

754.00 Each USER Per

Year

23 June 2026 22 June 2027

23 65299026 All Apps, Pro Advance | Annually - In

234.00 Each USER Per

Year

23 June 2026 22 June 2027

24 65300292 Single App Pro Advance | Annually - In

98.00 Each USER Per

Year

23 June 2026 22 June 2027

25 65310401 Acrobat Pro DC - Feat Rstrctd - Offline Advance | Annually - In

13.00 Each USER Per

Year

23 June 2026 22 June 2027

26 65291298 Captivate Advance | Annually - In

3.00 Each USER Per

Year

23 June 2026 22 June 2027

27 65308564 Photoshop - Feat Rstrctd - Offline Advance | Annually - In

10.00 Each USER Per

Year

23 June 2026 22 June 2027

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7, 14, 21 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.

8, 15, 22 Acrobat Standard 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.

9, 16, 23 All Apps, Pro:

This product includes all Creative Cloud On-premise Software, Acrobat Pro, and access to all Creative Cloud On-demand Services. Users are entitled to download an unlimited number of Pro Images during the License Term. "Pro Images" means (A) photographs, illustrations, and vectors designated as "standard" in the On-demand Services that Customer may license through the On-demand Services as part of a Pro Edition Plan; and

(B) any other asset types listed in the Stock Product Description (as defined in the Adobe Stock PSLT) as being available to Customer for license as part of a Pro Edition Plan. The Pro Images licensed under this Sales Order are delivered under the special terms for Pro Images in the Adobe Stock

PSLT.

10, 17, 24 Single App Pro:

This product (1) is Creative Cloud On-premise Software and includes access to Creative Cloud On-demand Services; and (2) provides Customer access to all individual Creative Cloud On-premise Software applications (each, a "Single App") at the specified End User Unit Price set forth in this Sales Order. Single Apps available as of the Effective Date are listed here: https://helpx.adobe.com/enterprise/kb/single-app-products-list.html .

Customer may deploy or provide direct access to Users any mix of these Single Apps, and each Single App deployed to or accessed by a User will count as one Single App license. Each Single App must be deployed to one User for a minimum of one calendar month. For example, regardless of when in the calendar month a Single App was deployed to a User, such Single App must remain deployed to such User until at least the same date the following calendar month. For example, if a Single App is deployed to User A on January 15, then such Single App must be deployed to User A until at least February 15. If a Single App is deployed on the 29th, 30th, or 31st day of a particular calendar month and the following calendar month does not have a 29th, 30th, or 31st day, respectively, then the one-month term of deployment for such Single App will end on the 1st of the month that lands at least 4 weeks after such Single App was deployed. For example, if a Single App is deployed to User B on May 31, then the one-month deployment term will end on July 1 because the month of June only has 30 days. Users are entitled to download an unlimited number of Pro Images during the License Term. "Pro Images" means (A) photographs, illustrations, and vectors designated as "standard" in the On-demand Services that Customer may license through the On-demand Services as part of a Pro Edition Plan; and (B) any other asset types listed in the Stock Product Description (as defined in the Adobe Stock PSLT) as being available to Customer for license as part of a Pro Edition Plan. The Pro Images licensed under this Sales Order are delivered under the special terms for Pro Images in the Adobe Stock PSLT.

11, 18, 25 Acrobat Pro DC - Feat Rstrctd - Offline:

This product is On-premise Software and does not include access to On-demand Services. It does not include any Adobe Acrobat Sign entitlements, features, or capabilities. Notwithstanding anything set forth in the Agreement, each User may activate the On-premise software solely on one Computer.

12, 19, 26 Captivate:

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

13, 20, 27 Photoshop - Feat Rstrctd - Offline:

This product is On-premise Software and does not include access to On-demand Services. Notwithstanding anything set forth in the Agreement, each User may activate the On-premise software solely on one Computer.

Adobe Professional Services Customer will be responsible for all reasonable travel expenses, hotel accommodations, and any other out of pocket expenses properly and reasonably incurred by Adobe in connection with the Services (unless otherwise provided in this Sales Order). Such expenses will be charged to Customer at cost. Adobe will provide the Professional Services on a mutually agreeable schedule but in no event sooner than the identified start date. These Professional Services terminate on the identified end date and will not renew.

Base Year

SKU SKU Description Billing Cycle Quantity License Metric / Unit of Measure

Start Date End Date

28 65315950 Acrobat Sign for ent Subs PS Onshore T3 Advance | Annually - In

1.00 Each Per Year 23 June 2024 22 June 2025

Option Year 1

SKU SKU Description Billing Cycle Quantity License Metric / Unit of Measure

Start Date End Date

29 65315950 Acrobat Sign for ent Subs PS Onshore T3 Advance | Annually - In

1.00 Each Per Year 23 June 2025 22 June 2026

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Option Year 2

SKU SKU Description Billing Cycle Quantity License Metric / Unit of Measure

Start Date End Date

30 65315950 Acrobat Sign for ent Subs PS Onshore T3 Advance | Annually - In

1.00 Each Per Year 23 June 2026 22 June 2027

28, 29, 30 Acrobat Sign for ent Subs PS Onshore T3:

Adobe Sign Professional Services Subscription includes expert advice to guide implementation, configuration, integration, administration, onboarding of use cases, and usage of Adobe Sign during the License Term. These Professional Services may include the services as described in the SOW at https://www.adobe.com/content/dam/cc/en/legal/terms/enterprise/pdfs/SOW-ProfessionalServicesSubscription-Tiers-1-3-2022JAN27.pdf.

Customer and Adobe will jointly define the schedule for the delivery of the Professional Services defined in this SOW. In addition, Adobe and Customer will meet at mutually agreeable intervals to refine this schedule based on Customer priorities. Adobe will exercise its discretion on the most optimal set of services to support Customer’s objectives. Adobe may require up-to four business weeks to schedule the delivery of the requested services. Customer will receive the Professional Services for up to two concurrent service requests at a time. For clarification, the Adobe Professional Services will be performed with onshore resources. Adobe will perform Professional Services remotely unless stated otherwise in this Sales Order. If Customer requests that any Professional Services be delivered on-site at Customer’s premises, Customer will reimburse Adobe for any incurred travel related expenses. The dates set forth in the pricing table represent the best estimate of the License Term Start Date and License Term End Date, but Adobe will adjust such dates based on the actual delivery date of login credentials to access the Service.

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 th e 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. 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.

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

6. 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 curren t License Term, or after the expiration of the then current License Term, Adobe can decide whether or not to accept such order

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O nly http://www.adobe.com/content/dam/cc/en/legal/terms/enterprise/pdfs/SOW-ProfessionalServicesSubscription-Tiers-1-3-2022JAN27.pdf 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 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-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.

7. 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.

8. 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.

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PSLT – Acrobat Acrobat Sign (2023v2) Page 1 of 2

PSLT - Adobe Acrobat Sign (2023v2)

1. Content Files. “Content Files” means Adobe assets provided as part of Adobe Acrobat Sign. Unless stated otherwise in a separate agreement, Adobe grants Customer a non-exclusive, non-sublicensable and non-transferable license to use the Content Files to create Customer’s end use (i.e., derivative application or product authored by Customer) into which the Content Files, or derivations thereof, are embedded for Customer’s use (“End Use”). Customer may modify the Content Files prior to embedding them in the End Use. Customer may reproduce and distribute Content Files only in connection with Customer’s End Use, however, under no circumstances can Customer distribute the Content Files on a stand-alone basis outside of the End Use.

2. Modification. Adobe will make reasonable effort to notify Customer of any modification or discontinuation of Acrobat Sign or any portions thereof. If Adobe discontinues Acrobat Sign in its entirety, Adobe will provide Customer with a pro rata refund of prepaid fees or with a service similar to Acrobat Sign.

3. Third-Party Notices. The creators or third-party licensors of certain public standards and publicly available code (“Third-Party Materials”), require that certain notices be passed through to the end users of Acrobat Sign. These third-party notices are located at http://www.adobe.com/go/thirdparty (or a successor website thereto). The inclusion of these third-party notices does not limit Adobe’s obligations to the Customer for Third-Party Materials integrated into Acrobat Sign.

4. Storage and Retention. Adobe will store Customer Content and Customer Data during the License Term up to any storage limit specified in the applicable Sales Order. Adobe may create reasonable storage limits, such as limits on file size, storage space, and other technical limits. If Customer exceeds those limits, Adobe will make reasonable efforts to notify Customer to permit transition of Customer Content and Customer Data prior to deletion.

5. Configurable Controls. Adobe makes certain security controls available and configurable by Customer, or Adobe’s customer support. It is Customer’s responsibility to determine what notices, consents, and controls Customer requires in order to comply with laws, standards, regulations, or obligations that Customer may have to Customer’s End Users. Once Customer downloads or otherwise transfers an Electronic Document out of Acrobat Sign, or to a third-party provider, that Electronic Document leaves Adobe’s servers, and Adobe’s security controls no longer apply.

6. Security. Adobe has implemented reasonable information security practices regarding the protection of Customer Data received through Acrobat Sign, including administrative, technical and physical security measures consistent with the information found at www.adobe.com/go/cloudcompliance.

7. Sensitive Personal Information. The Sensitive Personal Data section of the General Terms does not apply to Customer’s use of Acrobat Sign. Notwithstanding the foregoing, Customer specifically acknowledges and agrees that in connection with Customer’s use of Acrobat Sign:

7.1 Customer is solely responsible for compliance with the Children’s Online Privacy Protection Act of 1998 (“COPPA”), if applicable, including not collecting information from children under the age of thirteen without first obtaining parental consent;

7.2 Customer must not to collect, process, or store any protected health information, electronic or otherwise, pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“HITECH”), unless Customer has entered into a Business Associate Agreement with Adobe for Acrobat Sign Solutions; and

7.3 Customer is solely responsible for compliance with the Payment Card Industry Data Security Standard (“PCI DSS”), if applicable. Customer is prohibited from using Acrobat Sign to store Cardholder Data and Sensitive Authentication Data, including Card Verification Code or Value after authorization, even if encrypted. Capitalized terms in this section that are not defined in the Agreement are defined in the PCI DSS.

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PSLT – Adobe Acrobat Sign (2023v2) Page 2 of 2

8. Legal Counsel. Customer will rely on its own legal counsel and determinations as to the use and viability of electronic signatures in a particular country or for a particular use.

9. Digital Certificates. Acrobat Sign may include technology that allows Customer to apply digital signatures to PDF documents through the use of digital certificates. Acrobat Sign also applies a certification signature to PDF documents as a proof of their integrity and origin through the use of digital certificates owned by Adobe. Customer may not access, attempt to access, circumvent, control, disable, tamper with, remove, use, or distribute such certificates or their corresponding encryption keys for any purpose.

10. Account Activity. Each User has an account associated with his or her login ID. Customer is responsible for all activity that occurs via a User’s account(s).

11. User License Transfers. If Acrobat Sign is licensed on a per User basis, Customer may only deploy Acrobat Sign to an individual(s) (either an employee or contractor of Customer) through a unique login ID and password. Customer may not allow the use of the same login ID by more than one User, nor may Customer deploy Acrobat Sign in any shared license model or similar license deployment (including, but not limited to, floating, generic user, leased, or shift license deployment). Customer may transfer a license from one User to another individual (either an employee or contractor of Customer) without such transfer being deemed an additional User deployment, subject to any reporting requirements that may be contained in the applicable Sales Order and provided Customer de-activates the Acrobat Sign account of that User, and the new employee or contractor then uses a new ID and password.

12. Additional License Restrictions. Customer must not: (A) place advertisement of any products or services through Acrobat Sign; (B) use any data mining or similar data gathering and extraction method; (C) circumvent any access or use restrictions; (D) impersonate any person or entity, or falsely state or otherwise misrepresent Customer’s affiliation with a person or entity; or (E) incorporate Acrobat Sign in its products or services in a way that allows Customer’s own customers to (i) access Acrobat Sign as a sender, or (ii) have administrative access to Acrobat Sign accounts (collectively, “Acrobat Sign Embed Use Case”). Customer understands that if Customer wishes to deploy Acrobat Sign in an Acrobat Sign Embed Use Case, it will need to enter into a partner agreement with Adobe which will have different terms and pricing.

13. Throttling. Customer agrees to work with Adobe to create a plan to manage any spikes in demand for system resources driven by Customer’s use (“Spikes”). In the absence of such collaboration, Customer agrees that Adobe may throttle or otherwise queue Customer’s Transactions to manage any such Spikes.

14. Additional Definitions.

14.1 “Electronic Document” means any document uploaded or imported into Acrobat Sign.

14.2 “End User” means any individual or company that receives, reviews, accepts, signs, approves, transmits, delegates action to a third party or otherwise interacts with Acrobat Sign.

14.3 A “Transaction” occurs each time an Electronic Document, or collection of related Electronic Documents up to 100 pages or 10 MB are sent to an End User through Acrobat Sign.

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PSLT – Adobe Desktop Software (2025v1) Page 1 of 3

PSLT – Adobe Desktop Software (2025v1)

1. Multiple-User Access.

1.1 If On-premise Software licensed on a per-User basis is installed on a Computer accessible by more than one User, then the total number of Users (not the concurrent number of users) capable of accessing the On-premise Software must not exceed the license quantity stated in the Sales Order.

1.2 Customer may not install or access (either directly or through commands, data, or instructions) the On-premise Software for operations not initiated by an individual User (e.g., automated server processing).

2. Activation; Installation.

2.1 Activation Limits. If Customer licenses the On-premise Software on a per-User basis, then each User may activate the On-premise Software on up to two Computers at a time; however, each User is not permitted to use the On-premise Software on these two Computers simultaneously.

2.2 If Customer licenses the On-premise Software on a per-Computer basis, then Customer may install each licensed copy of the On-premise Software only on one desktop computer.

3. Updates. Customer agrees to receive updates from Adobe as part of Customer’s use of the On-premise Software.

Unless configured by Customer to prevent automatic updates, some On-premise Software may automatically download and install updates on Customer’s system from time to time.

4. Serial Numbers. This section applies to Customer if Customer is utilizing serial numbers to deploy On-premise Software as of the Effective Date. Adobe is updating its application licensing technology. Once Adobe ports the On-premise Software to this new technology starting in October 2018, new versions of the On-premise Software will not be accessible to those Customers who use serial numbers to deploy the On-premise Software.

5. Sample Files. Customer may use Sample Files only for the purpose for which they were provided. “Sample Files” means the Adobe-provided sample files such as content images, clip art, stock images or sounds for use in tutorials, demonstrations, and for other trial purposes, which may be identified as sample files. Customer may not distribute Sample Files on a stand-alone basis (i.e., any circumstance where the primary value of the distributed product lies in the Sample Files) nor claim any rights in the Sample Files.

6. Content Files. “Content Files” means Adobe assets provided as part of the On-premise Software or On-demand

Services. Unless documentation or specific licenses state otherwise, Adobe grants Customer a non-exclusive, non-sublicensable and non-transferable license to use the Content Files to create Customer’s end use (i.e., the derivative application or product authored by Customer) into which the Content Files, or derivations thereof, are embedded for Customer’s use (“End Use”). Customer may modify the Content Files prior to embedding them in the End Use.

Customer may reproduce and distribute Content Files only in connection with Customer’s End Use; however, under no circumstances may Customer distribute the Content Files on a stand-alone basis outside of the End Use.

7. Embedded Use. Customer may embed or distribute, as applicable, any software made available to Customer through the On-premise Software (including runtimes, add-ins, and utilities provided with the On-premise Software, for example as part of an application that is packaged to run on the Apple iOS or Android™ operating systems) as part of developer applications, electronic documents or content, and may only permit use of such software in connection with such application, document or content. No other embedding rights are implied or permitted.

8. On-demand Services Accessible Through On-premise Software. The On-premise Software may facilitate Customer’s access to content, websites and services that are provided by Adobe or third parties. Use of Adobe On-demand Services is subject to the applicable Adobe Product Specific Licensing Terms associated with the Adobe On-demand Services. If Customer does not agree to the applicable Product Specific Licensing Terms, Customer is not permitted to access or use the On-demand Services.

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PSLT – Adobe Desktop Software (2025v1) Page 2 of 3

9. After Effects Render Engine. Customer may install an unlimited number of Render Engines on Computers within its intranet if at least one Computer has the full version of the Adobe After Effects software installed. The term “Render Engine” means an installable portion of the On-premise Software that enables the rendering of After Effects projects, but does not include the complete After Effects user interface.

10. Digital Certificates. The On-premise Software may include technology that allows Customer to enable certain features of PDF documents through the use of digital credentials (“Key”). Customer may not access, attempt to access, control, disable, remove, use, or distribute the Key for any purpose. Digital certificates may be issued by third party certificate authorities, or can be self-signed. Customer is solely responsible for deciding whether or not to rely on a certificate and for the purchase, use, and reliance upon digital certificates.

11. Adobe Runtime. If the On-premise Software includes Adobe AIR, Adobe Flash Player, or portion(s) of the On-premise

Software embedded in a presentation, information, or materials created and generated using the On-premise Software (collectively “Adobe Runtime”), then distributions of the resulting output file or developer application on a non-PC device may require Customer to obtain licenses and be subject to additional royalties, for which Customer is solely responsible.

12. Adobe FrameMaker or RoboHelp. If the On-premise Software includes Adobe FrameMaker or RoboHelp software, use of the Adobe PDF Creation Add-On software that may be installed with FrameMaker or RoboHelp software is permitted only in conjunction with the FrameMaker or RoboHelp software. All other uses of the Adobe PDF Creation Add-on software under this license, including use with other software or applications, are prohibited.

13. Redistributables in Adobe RoboHelp. Customer may reproduce and distribute, in object code form only, any code designated as available for redistribution (“Redistributables”), provided, that Customer (A) does not distribute the Redistributables as a stand-alone product; and (B) defends or settles any third-party Claim against Adobe to the extent it arises from the use or distribution of any software application product that incorporates the Redistributables.

14. Adobe Media Encoder. Customer may install Adobe Media Encoder (“AME”) on a Computer within its intranet solely for encoding, decoding, or transcoding projects created by licensed instances of the On-premise Software running on other Computers within its intranet, provided that the number of installations of AME does not exceed the number of licenses purchased for the On-premise Software. Customer may not use the foregoing implementation of AME to offer, use, or permit the use of AME (A) with software other than the On-premise Software, (B) as part of a hosted service, (C) on behalf of any third party, (D) on a service bureau basis, or (E) for operations that are not initiated by an individual User, except Customer may automate the operation that starts the process of encoding, decoding, and transcoding projects using AME within its intranet.

15. Third-Party Notices.

15.1 Third-Party Notices. The creators or third-party licensors of certain standards and technology (“Third-Party

Materials”), require that certain notices be passed through to the end users of the On-premise Software.

These third-party notices are located at http://www.adobe.com/go/thirdparty (or a successor website thereto) (“Third-Party Notice Page”). The inclusion of these third-party notices does not limit Adobe’s obligations to the Customer for Third-Party Materials integrated into the On-premise Software.

15.2 AVC DISTRIBUTION. The notices applicable to On-premise Software containing AVC import and export functionality are located on the Third-Party Notice Page: http://www.adobe.com/go/thirdparty (or a successor website thereto).

16. Use of On-premise Software in China. If Customer has Users in China, such Users are only permitted to activate the On-premise Software referred to by Adobe as “Creative Cloud for Enterprise Offering in China” and “Acrobat for Enterprise Offering in China” (collectively, “China Offering”). Customer is not permitted to use the China Offering, or component thereof, anywhere outside of China. All warranties provided by Adobe to Customer in this Agreement are void for any version of the On-premise Software activated by Users in China that is not the China Offering.

17. Modification. Adobe will make reasonable efforts to notify Customer of any modification or discontinuation of any On-premise Software or any portions thereof. Adobe will provide Customer with a pro-rata refund of prepaid fees for any discontinued On-premise Software.

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18. User License Transfers. Customer may deploy Products and Services licensed on a per User basis only to an individual(s) (either an employee or contractor of Customer) through a unique login ID and password. Customer may not allow the use of the same login ID by two or more Users, nor may Customer deploy the Products and Services in any shared license model or similar license deployment (including, but not limited to, floating, generic user, leased, or shift license deployment). Customer may transfer a license from one User to another individual (either an employee or contractor of Customer) without being deemed an additional deployment, subject to any reporting requirements that may be contained in a Sales Order, and provided Customer de-installs the Product and Service from the Computer of that User, and the new employee or contractor then uses a new ID and password.

19. Generative Artificial Intelligence

19.1 Adobe may provide Customer with access to Generative AI Features (as defined in the ‘Specific Licensing Terms for Adobe Generative Artificial Intelligence Features’) as part of the Products and Services. Customer (and Customer’s Users) use of and access to Generative AI Feature(s) in Products and Services is subject to the ‘Specific Licensing Terms for Adobe Generative Artificial Intelligence Features’ available at:

https://www.adobe.com/legal/terms/enterprise-licensing/genai-ww.html (or any successor website or URL where such terms may subsequently be made available).

19.2 Restriction on AI/ML. Customer will not, and will not allow third parties to, use the Products and Services (or any content, data, output, or other information received or derived from the Products and Services) to directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence systems, including any architectures, models, or weights.

19.3 Additional Terms for Captivate: In addition to Section 19.1 and 19.2 above, following provisions are applicable to the extent Customer (and Customer’s Users) uses the Generative AI feature in Captivate to access AI Voices.

19.3.1 Customer (and Customer’s Users) must not use Products and Services to create violent, hateful, or harassing material outside of fictional contexts.

19.3.2 Customer (and Customer’s Users) must not use Products and Services to engage in unauthorized, deceptive or harmful impersonation.

19.3.3 Customer (and Customer’s Users) must not use Output to intentionally replicate the voice of another person (i) without consent or legal right, including to take unauthorized action on behalf of such individual; and (ii) in a manner intended to deceive others about whether the voice was generated by artificial intelligence.

19.3.4 Customer (and Customer’s Users) must not use Products and Services to engage in unauthorized network access or surveillance or otherwise threaten the security, availability, or integrity of any network or system.

19.3.5 Customer (and Customer’s Users) must not use the Products and Services to provide tailored professional advice unless a qualified professional approves the “Output” or otherwise uses Products and Services to provide a professional advice to end users.

19.4 Firefly features: Section 8 (Product Specific Terms for Firefly APIs) of ‘PSLT – Adobe Creative Cloud, Firefly and Substance 3D APIs’ currently available at:

https://www.adobe.com/content/dam/cc/en/legal/terms/enterprise/pdfs/PSLT-AdobeCreativeAPI-WW- 2024v3.pdf (or any successor website or URL where such terms may subsequently be made available) governs the usage of Firefly features integrated in Products and Services.

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PRODUCT DESCRIPTIONS AND METRICS

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PSLT – Adobe Creative Cloud, Adobe Document Cloud, and Adobe Substance 3D (2022v3)

References to “On-premise Software” and “On-demand Services” in this PSLT are to Products and Services of Adobe Creative Cloud, Adobe Document Cloud, or Adobe Substance 3D. Adobe Document Services (DC APIs) and Adobe Acrobat Sign are governed under separate PSLTs.

PRODUCT SPECIFIC LICENSING TERMS FOR ON-PREMISE SOFTWARE

1. Multiple-User Access.

1.1 If On-premise Software licensed on a per-User basis is installed on a Computer accessible by more than one User, then the total number of Users (not the concurrent number of users) capable of accessing the On-premise Software must not exceed the license quantity stated in the Sales Order.

1.2 Customer must not install or access (either directly or through commands, data, or instructions) the On-premise Software for operations not initiated by an individual User (e.g., automated server processing or robotic process automation, whether deployed on a client or server) unless permitted in a Sales Order.

2. Activation; Installation.

2.1 Activation Limits. If Customer licenses the On-premise Software on a per-User basis, each User may activate the On-premise Software on up to two Computers at a time but must not use the On-premise Software on the two Computers simultaneously.

2.2 Installation Limits. If Customer licenses the On-premise Software on a per Computer basis, then Customer may install each licensed copy of the On-premise Software only on one desktop computer at a time.

3. Updates. Customer agrees it may receive updates from Adobe as part of Customer’s use of the On-premise Software. Unless configured by Customer to prevent automatic updates, some On-premise Software may automatically download and install updates on Customer’s system from time to time.

4. Embedded Use. Customer may (A) embed any software made available to Customer through the On-premise Software (including runtimes such as Adobe Runtime, add-ins, and utilities provided with the On-premise Software, for example as part of an application that is packaged to run on the Apple iOS or Google Android™ operating systems) as part of developer applications, electronic documents, or content; (B) embed and distribute such software pursuant to a separate written agreement; and (C) permit use of such software only in connection with such application, document, or content. No other embedding rights are implied or permitted.

5. Serialized Deployment. On-premise Software releases specific to serial number deployment may not have the same feature set and capabilities as the corresponding On-premise Software releases specific to named user deployment. For clarity, Customers using serial number deployment for Creative Cloud Products and Services do not have access to On-premise Software released to named user deployment after October 2018.

6. On-premise Software Restrictions. Unless Adobe is required under local law to obtain separate consent for installing the Adobe Genuine Service, Customer acknowledges that installation or updates of the On-premise Software may result in the download of the “Adobe Genuine Service,” a program that first checks whether the On-premise Software is genuine and, separately, may also check for the presence of other Adobe software and, if

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PSLT – Adobe Creative Cloud, Adobe Document Cloud, and Adobe Substance 3D (2022v3) Page 2 of 11 found, detects and identifies whether there are any copies of counterfeit, stolen, or otherwise unlicensed (collectively, “non-genuine”) Adobe software or of software that Adobe no longer supports. The On-premise Software and Adobe Genuine Service may collect and transmit information to Adobe as described at https://www.adobe.com/genuine.html or its successor website. A determination by Adobe that any Adobe software is non-genuine or is unsupported may result in the Adobe Genuine Service showing Customer messages to notify Customer of non-genuine or unsupported Adobe software and the appropriate follow up actions. Use of non-genuine Adobe software may result in partial or complete inoperability, suspension, or termination of Customer’s use of the non-genuine Adobe software.

7. Use of Products and Services in Mainland China. If Customer has Users in Mainland China, such Users are permitted to activate and use only the following Products and Services: “Creative Cloud for Enterprise Offering in China,” “Acrobat for Enterprise Offering in China,” and “Substance 3D Collection Offering in China” (collectively, “China Offering”). Users in Mainland China must not access or use any Products and Services licensed for use by Customer’s Users outside of mainland China. Customer is not permitted to use the China Offering, or any component thereof, anywhere outside of mainland China. All warranties provided by Adobe to Customer in this Agreement are void for any version of the Products and Services activated by Users in Mainland China that is not the China Offering and any use of the China Offering by Users outside of Mainland China.

PRODUCT SPECIFIC LICENSING TERMS FOR ON-DEMAND SERVICES

8. License Restrictions. In connection with Customer’s use of the On-demand Services, Customer must not:

8.1 place advertisement of any products or services through the On-demand Services;

8.2 use any data mining or similar data gathering and extraction methods, including data scraping for machine learning or other purposes;

8.3 circumvent any access or use restrictions; or

8.4 impersonate any person or entity, or falsely state or otherwise misrepresent Customer’s affiliation with a person or entity.

9. Storage and Retention. Adobe will store Customer Content during the License Term up to any storage limit specified in the admin console. Adobe may create reasonable storage limits, such as limits on file size, storage space, and other technical limits. If Customer exceeds those limits, Adobe will make reasonable efforts to notify Customer to permit transition of Customer Content prior to deletion.

10. Security.

10.1 Compliance Certifications. On-demand Services’ compliance certifications can be found at https://www.adobe.com/trust/compliance/compliance-list.html or its successor website. If Customer Content is required to be processed or stored in accordance with the requirements of specific compliance certifications, standards, or regulations (“Compliance Measures”), Customer may use the On-demand Services to process or store such Customer Content only if the relevant Compliance Measures are listed at the website above. For the listed Compliance Measures, the On-demand Services may be used to assist Customer to meet Customer’s legal obligations, including without limitation, use of service providers. Customer is solely responsible for (a) verifying that the On-demand Services meet all requirements applicable to Customer Content, and (b) complying with any legal obligations applicable to Customer Content.

10.2 Data Centers. Customer is solely responsible for (a) verifying that the On-demand Services meet all requirements applicable to Customer Content (including requirements for data center location), and

(b) complying with any legal obligations applicable to Customer Content.

11. Sensitive Personal Data. The Sensitive Personal Data restriction (e.g., section 6.3(C) of the General Terms 2020v1) does not apply to the contents of files Customer uploads to, or processes with, the Document Cloud On-demand Services. In connection with Customer’s use of the Document Cloud On-demand Services:

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11.1 Customer is solely responsible for compliance with any applicable privacy laws and regulations governing the processing of Sensitive Personal Data. Adobe may, as your service provider, provide some functionality within the On-demand Services to help you comply with requirements, but Customer is responsible for implementing compliant functionality;

11.2 Customer is solely responsible for compliance with the Children’s Online Privacy Protection Act of 1998 (“COPPA”), if applicable, including not collecting information from children under the age of thirteen without first obtaining parental consent;

11.3 Customer must not collect, process, or store any protected health information, electronic or otherwise, pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“HITECH”); and

11.4 Customer is solely responsible for compliance with the Payment Card Industry Data Security Standard (“PCI DSS”), if…

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