Enterprise Term License Agreement Consortium Sales Order

Transcription

1 Enterprise Term License Agreement Consortium Sales Order Adobe Contact: Birgit Petersen Tel: Agreement Number: Contracting : University of Gothenburg Registration Number: T 2015/58 ( Consortium ) Agreement Number: Currency: EUR Products and Services Pricing Detail: Enterprise License Products and Services TABLE 1 Line Number SKU Product Description Billing Cycle Quantity Unit of Measure/ Metric Start Date End Date Unit Price Total Fees MA Acrobat Professional DC PRO MLP Term w Maint & Gold All Languages in Advance Unlimited number may be deployed within Enterprise; nonbinding estimate of the number that will be deployed: 25,169 Enterprise Wide MA Des Std Creative Cloud ENT 1S CUSTOM DESIGN MLP Ed Subscription All Languages in Advance Unlimited number may be deployed within Enterprise; nonbinding estimate of the number that will be deployed: 8,198 Enterprise Wide MA CCDA Creative Cloud ENT 0G HED L5 1S 0 MLP Ed Subscription All Languages in advance Unlimited number may be deployed within Enterprise; nonbinding estimate of the number that will be deployed: 3,273 Enterprise Wide MA Lightroom MLP Term w Maint & Gold All Languages in Advance 101 Per Computer Per Year MA Premiere Elements 0 MLP Term w Maint & Gold All Languages in Advance 1,934 Per Computer Per Year

2 MA Photoshop Elements 0 MLP Term w Maint & Gold All Languages Creative Cloud ENT 0G HED STU L1 1S 0 MLP Ed Subscription All Languages in Advance 1,934 Per Computer Per Year MA in advance 2,495 Per User Per Year The quantities for Line Numbers are for deployment outside of United States, Canada, or Mexico hereinafter Rest of World ( ROW ). Fees shown are based upon quantities purchased as of the Effective Date. Consortium Members are not entitled to use, download, or access any products or services that are not specifically licensed under this Sales Order, even if others are made available for download. If Consortium Members who participate in this Agreement wish to license a mix between line number 1 (Document Cloud Professional) and line number 2 (Design Standard) of the Products and Services Pricing Detail table above ( mixed baseline ), each Consortium member is required to cover a minimum of 30% of their FTE with Design Standard. Summary of Product and Service Fees Year One Fees Year Two Fees Year Three Fees TOTAL ROW Set be Sales Order Terms 1. The Agreement. 1.1 Consortium will consoli all orders on behalf of Consortium Members and submit to upon the Effective Date and upon the entry points as further described hereunder. 1.2 Each Consortium Member will place its order with Consortium, in the form set forth as Exhibit B to this Sales Order. Consortium agrees that any order associated with this Sales Order will be for use of Products and Services solely by the Consortium Members. Upon Adobe s request, Consortium will provide Adobe with a copy of each Consortium Member s executed order with Consortium. 1.3 This agreement ( Agreement ) consists of (A) this Sales Order, and (B) the parts of the Adobe Enterprise Licensing Terms, (2015v1), available at that follow: General Terms, the On-premise Exhibit, On-demand Services and Managed Services Exhibit, the PDM for Creative Cloud, PDM for Document Cloud, PDM for Desktop Products, and the Enterprise Support PDM. The terms of this Sales Order take precedence over any conflicting terms in the Adobe Enterprise License Terms. Capitalized terms used in this Sales Order have the meanings set out in the Adobe Enterprise Licensing Terms, unless otherwise specified in this Sales Order.

3 1.4 This Agreement terminates and replaces the existing enterprise term license agreements including all of the enterprise term licenses granted thereunder between Adobe and the following education establishments, as at the Effective Date ( Old Agreements ). Linneuniversitetet Luleå Tekniska Universitet Konstfack Kungliga Tekniska Högskolan, KTH Högskolan i Skövde Högskolan i Kristianstad SLU Örebro Universitet Södertörns Högskola Högskolan i Halmstad Högskolan Väst Högskolan Borås Karlstad Universitet Malmö Högskola As a result of this termination, Adobe hereby agrees to refund to Consortium by way of a credit, via channel entity an amount equal to the pro-rated fees already paid under the Old Agreements (as agreed between education establishments and channel entity) provided such fees were paid to channel entity and Adobe. 2. Purchase of Products and Services. 2.1 Adobe Systems Incorporated is the licensor of any Products and Services (if any) to be deployed in the United States, Canada, or Mexico; Adobe Software Ireland Limited is the licensor of all products (if any) to be deployed outside of those three countries 2.2 All pricing described in this Agreement will expire if Consortium does not execute and return this Sales Order to Adobe (and submit its purchase order to Adobe or to Partner) on or before July 15 th, If Consortium returns this Sales Order to Adobe after the deadline, Adobe may accept this Sales Order in its sole discretion. 3. Ordering Terms. Consortium Members may enter into the Agreement upon the Effective Date OR upon the first or second of the Effective Date by executing the form set forth as Exhibit B to this Sales Order. For Consortium Members joining on the first or second of the Effective Date, Consortium will place its orders with using the pricing indicated in Table 1 above. 3.1 Adobe is not entering into a direct purchasing relationship with Consortium for the Products and Services. Rather, Consortium must utilize a Partner of its own choice for placing its orders. The Partner is solely responsible for setting the terms of payment with Consortium (including but not limited to when payments by Consortium are due to Partner). Partner: Name: Atea Sverige AB Address: KRONBORGSGRAND 1, Kista Sweden Contact Information:

4 4. License Metrics/ Definitions. 4.1 Computer means a virtual or physical device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions, consistent with the configuration recommendations in the Documentation, including desktop computers, laptops, tablets, mobile devices, telecommunication devices, Internet-connected devices, and hardware products capable of operating a wide variety of productivity, entertainment, or software applications. 4.2 Consortium Members (s) means education establishments that meet the Education Eligibility Criteria, and are listed in Exhibit D hereto. 4.3 Education Eligibility Criteria means the eligibility criteria for Adobe s education program(s) set forth in Exhibit A. 4.4 Enterprise means all of the Faculty Members and Staff Members of all of the entities within a Consortium Member s enterprise that meet the Education Eligibility Criteria. 4.5 Faculty Member means a then-current employee or independent contractor of a Consortium Member whose primary job duties consist of providing educational instruction to students. Notwithstanding the previous sentence, the following persons are not deemed to be Faculty Members under this Sales Order, and are not eligible to use software licensed under it: (a) companies and their employees who have been retained in a contractual basis for services either on-campus or off-campus; and (b) retired faculty members. 4.6 FTE means Full Time Equivalent, and is calculated in accordance with Section 7 of this Sales Order. 4.7 Staff Member means a then-current employee of the Consortium Member that provides administrative support to the Consortium Member s educational operations to faculty. The following persons are not deemed to be Staff Members under this Sales Order, and are not eligible to use software licensed under it: companies and their employees who have been retained in a contractual basis to provide services, whether on-campus or off-campus. 4.8 Student means an individual enrolled in a degree-granting program of Consortium Member (excluding the following persons, who are not eligible to use Products licensed under this Sales Order: correspondence and long-distance learning students; alumni; conference attendees; visitors; and students enrolled in noncredit courses only). As of the of execution of this Sales Order, Consortium represents that the total number of its Consortium Members Students as of the Effective Date is. 4.9 User means an individual (either Student, Faculty Member, or Staff Member, as indicated in the product table that starts on Page 1) who is given a unique identifier for logging in and using the Products and Services. The unique identifier must not be shared with anyone else Agreement Term means the period of time starting on the earliest of any Product or Service under this Sales Order, and ending the day before the of the earliest of any Product or Service under this Sales Order. 5. License Grants 5.1 Enterprise Access License (Line Number(s) [01-03]) For each Product that is designated in the table starting on Page 1 as having an Enterprise-wide license metric, then, subject to the Growth Limitation clause in Section 7, below, Consortium Member will have the right during the Agreement Term (a) to install one copy of the Product on a Computer owned by the Consortium Member for each of the Consortium Member s Faculty Member and each of the Consortium Member s Staff Member; (b) the right to install a copy of the Product on each Computer owned by the Consortium Member in computer labs and classrooms for use by Students; The licenses granted under this Section 5.1 are subject to the Growth Limitation clause in Section 7, below.

5 5.2 Standard Deployment (Line Number(s) [04-07]) (A) Consortium Members may deploy these Products and Services within its Enterprise, based on the corresponding quantity and License Metric shown in the table beginning on Page 1 of Consortium Member s Sales Order (in the form of Exhibit B) during the Agreement Term. (B) On the first and second annual of the start of the first licenses delivered under this Sales Order, the Consortium Member may purchase additional licenses at the Per-Unit Annual Fee shown in Table 2 at the end of this Section 5.2 for the remainder of the Agreement Term and Consortium will provide such information to Adobe as outlined below. For the avoidance of doubt, Consortium Members may not purchase or deploy additional licenses during the year. (C) Each Consortium Member s Deployment reports in the format shown in Exhibit C will be due 45 days prior to the first and second anniversaries of the Effective Date, regardless of whether there have been additional purchases. Consortium must prepare and send reports to Adobe (aggregating the information from each Consortium Member s deployment reports), which shall be due 14 days prior to the first and second anniversaries of the Effective Date, regardless of whether there have been additional purchases by Consortium Member. (D) The Per-Unit Annual Fees for additional license purchases under this Section 5.2 are shown in the table that follows: TABLE 2 Lightroom Product PEPE (Photoshop Elements and Premiere Elements) CCE Desktop Apps Per Unit Annual Fee (Per License Metric, Per Year) 6. Support Adobe will provide Support for the On-premise Software covered by this Sales Order in accordance with the terms of the Enterprise Support PDM.

6 7. Growth Limitation 7.1 FTE for each Consortium Member is calculated as follows: FTE = for each Consortium Member as calculated and published by the official Swedish reports for Ministry of Education excluding PHD Students according to the definition given in the Business Dictionary under FTE.html 7.2 The total aggregate number of all FTEs of all Consortium Members as of the Effective Date is The pricing offered in this Sales Order for Enterprise-wide licenses is based on the total number of each Consortium Member s FTEs as set forth in Section 7.2, above. At any time during the Term, if a Consortium total number of FTEs increases by five percent (5%) or more ("Growth Event"), as compared to the number established as a result of the Effective Date or the last Growth Event, whichever is later (the Enterprise Footprint ) then Consortium must pay additional licensing fees for the products licensed under this Sales Order to a Consortium Member on an Enterprise-wide basis, prorated for the size of the Growth Event and the time remaining in the Term. For example, if 18 months remain in a 36-month term at the time of the Growth Event, and the Growth Event increases the number of FTEs for a Consortium by 5% compared to the Consortium Member s Enterprise Footprint, Consortium shall pay an additional 5% in fees (.5 X 10%) The total number of the Consortium Member s FTEs as measured on the the Growth Event threshold was reached will be the new Enterprise Footprint for the purpose of measuring future Growth Events for that Consortium Member. Adobe may ask Consortium or any Consortium Member to confirm from time to time (by written or request from their Adobe Account Representative) whether a Growth Event has occurred, and Consortium and Consortium Members must respond within a reasonable time to confirm whether there has been a Growth Event. 7.4 Consortium shall report Growth Events to Adobe using the form attached to this Sales Order as Exhibit A. Deployment reports will be due 14 days prior to the first, second, and anniversaries of the Effective Date, regardless of whether there have been any Growth Events. 8. Governing Law and Legal Venue. This Agreement shall be governed in all respects by the laws of Sweden, excluding its conflicts of laws provisions. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. All disputes arising under this Agreement shall be brought exclusively in the Courts in Sweden. 9. Continued Use Right. Consortium is not required to de-install Design Standard, Design & Web Premium, Production Premium and/or CS6 Master Collection purchased under the Current Agreement, provided that the Consortium has purchased a number of new licenses for a product with at least the same functionality matching the respective number of deployed Design Standard, Design & Web Premium, Production Premium and CS6 Master Collection licenses ( Continued Use Right ). For the avoidance of any doubt, such Continued Use Right does not increase the overall permitted number of licensed Products under this Enterprise Term License Agreement. To use the full functionality of Creative Cloud Enterprise Consortium will need to purchase the Upsell Product to Creative Cloud Enterprise.

7 10. True Down with transfer of FTE to existing Member. If Consortium s total number of full-time employees ( FTE ) decreases in the aggregate due a Consortium Member s business shutdown or liquidation ( resigned Institution ), the number of FTE of this resigned Institution may be transferred to another participating Consortium Member so the totals ordered by the Consortium will remain unchanged. Consortium agrees that neither Consortium nor Consortium Member shall be entitled to any credit or refund of any fees. The Consortium Member who will be entitled to the increased number of FTE will sign a new Participation letter with the Consortium reflecting this new FTE number at the next annual of the Agreement.. In the event that that Consortium does not transfer the FTE count of the resigned institution to another participating Consortium Member, then the Parties agree to discuss in good faith whether any adjustments are appropriate to the Agreement. This Agreement is entered into by and between Consortium and the Adobe entity (or entities) executing this Sales Order. [Signature block follows on next page.]

8 By signing below, each party acknowledges that it has carefully read and fully understood this Agreement (including the Sales Order and the Adobe Enterprise Licensing Terms) and agrees to be bound by this Agreement, which will become effective upon the of the last signature (the Effective Date ). Consortium: University of Gothenburg Adobe Systems Software Ireland Limited Sign {{_es_signer1_signature }} Sign {{_es_signer2_signature }} Print: {{_es_signer1_fullname }} Print: {{_es_signer2_fullname }} Title: {{*_es_signer1_title }} Title: {{*_es_signer2_title }} Date: {{_es_signer1_ }} Date: {{_es_signer2_ }} Address: IT-enheten, Box 100 SE Göteborg, Sweden Address: Contact: Lennart Jareteg Contact: 4-6 Riverwalk, City West Business Campus Dublin 24 Ireland Main: Fax: Company Seal: (If Consortium is in possession of an official seal and it is customary in Consortium s country for contracts to be sealed) Purchase Order Number: ECCID:

9 Exhibit A 1. Definitions Applicable to Education Members. 1.1 Education. The following is a non-exhaustive list of qualified educational institutions: (a) Accredited (by official accrediting entities) public or private primary or secondary school providing full-time instruction; (b) Accredited public or private university or college (including community, junior, or vocational college) that grants degrees requiring not less than the equivalent of two years of full-time study; (c) Named educational institutions approved by Adobe, only if individual named entities are approved by Adobe in writing; (d) Hospitals that are wholly owned and operated by an otherwise qualified educational institution, where wholly owned and operated means the educational institution is sole owner of the hospital and the only entity exercising control over day to day operations; and (e) Higher education research laboratories that are a public institution and recognized by a national or state educational authority. The following is a non-exhaustive list of entities that are not qualified educational institutions: (a) Non-accredited schools; (b) Museums or libraries; (c) Hospitals not wholly owned and operated by an otherwise qualified educational institution; (d) Churches or religious organizations that are not accredited schools; (e) Vocational training centers or schools granting certificates for courses such as computer software training or job training that are not accredited schools or which grant degrees requiring less than the equivalent of two years of full-time study; (f) Military schools that do not grant academic degrees; and (g) Research laboratories not recognized by a national or state ministry overseeing education. For example, institutions recognized by other government branches are not eligible. The above lists do not apply to the countries as listed in Section 1.2 (Regional-Specific Definition) below. 1.2 Regional-Specific Definition of Education. (a) Asia Pacific Countries excluding Southeast Asia Countries as defined in sub-paragraph (b) below. If Education Member is resident in Australia, New Zealand, India, Sri Lanka, mainland China, Hong Kong S.A.R., Taiwan R.O.C., the Republic of Korea, the People s Republic of Bangladesh, the Federal Democratic of Nepal, the Republic of the Union of Myanmar, Pakistan or Mongolia or any country designated by Adobe from time to time, Education shall mean the entities that satisfy the meaning of Qualified Educational Users (except for the sections entitled Full and Part Time Faculty and Staff and Students ) designated by Adobe on (or its successor web site thereto), as upd by Adobe from time to time. (b) Southeast Asia Countries. If Education Member is resident in Indonesia, Malaysia, Philippines, Singapore, Thailand and Vietnam, Education or Education Institution shall have the respective meanings designated by Adobe on (or its successor web site thereto), as upd by Adobe from time to time. (c) Japan. If Education Member is resident in Japan, Education or Education Institution shall have the respective meanings designated by Adobe on (or its successor web site thereto), as upd by Adobe from time to time.

10 Exhibit B Consortium Member Enterprise Term License Participation Agreement Terms and Conditions Reference is made to the Adobe Enterprise Term License Agreement between University of Gothenborg with an address at IT-enheten, Box 100, SE Göteborg, Sweden ( Consortium ) and Adobe Systems Software Ireland Limited ( Adobe ) with Adobe contract reference number: (the Master Agreement ). Consortium Member confirms that it meets the Education Eligibility Criteria (hereafter Consortium Member ) and desires to be bound by the Master Agreement, as if it were the Consortium. Unless otherwise defined in this Participation Agreement, all capitalized and defined terms in this Participation Agreement shall have the meaning ascribed to them in the Master Agreement. Consortium Member agrees as follows: Agreement to be bound. By executing this Participation Agreement, Consortium Member agrees to perform the obligations and comply with the restrictions set forth in this Participation Agreement and the Master Agreement as though it is the Consortium, except with respect to the pricing and payment obligations which are the responsibility of Consortium and. In particular Consortium Member agrees to be bound and comply with the Adobe Enterprise Licensing Terms, governing the use of the Product(s), and available here: (version: 2015 v1). The components of the Enterprise License terms consist of the General Terms, the OnPremise Exhibit, and the PDM for Creative Cloud/Desktop Products, and the PDM for Online Services and the Enterprise Support PDM. The terms of the Master Agreement take precedence over any conflicting terms in the Adobe Enterprise License Terms. The undersigned acknowledges and agrees that this Participation Agreement does not confer on it any benefits (including but not limited to warranty, or indemnification) other than those explicitly stated in the Master Agreement as applicable to Consortium. FTE for each Consortium Member is calculated as follows: FTE = for each Consortium Member as calculated and published by the official Swedish reports for Ministry of Education excluding PHD Students according to the definition given in the Business Dictonary under Consortium Member confirms that the FTE count is and shall remain at such level during the License Term subject to any Growth Event. The undersigned acknowledges and agrees that this Participation Agreement will automatically expire with the expiry of the Master Agreement without further notice. Consortium Member agrees and accepts that any liability, loss, damage, costs and expenses incurred by Adobe which is caused by any negligent act or omission or wilful misconduct on the part of Consortium Member shall entitle Adobe to institute and maintain legal proceedings directly against Consortium Member for compensation, damages and all other remedies of whatsoever nature in respect thereof.

11 The signature below of our authorized representative signifies our agreement to the terms of this binding Participation Agreement. Yours faithfully Adobe Systems Software Ireland Limited CONSORTIUM MEMBER Authorised Signature Printed Name Title

12 Exhibit C Aggregated Annual Report of Additional Purchases and Consortium Member Growth Events Agreement Number: Consortium Member Name: Agreement Effective Date: Name of Consortium Member Old FTE New FTE By signing below, you certify that the above information is correct. Authorized Signature: Name: Title: Date: Submit completed report to: University of Gothenburg and ATEA

13 Exhibit D - LIST OF PROSPECT CONSORTIUM MEMBERS The following Consortium Members listed 1-25 will be eligible to enter into the Agreement enter upon the Effective Date. 1.Blekinge Tekniska Högskola 2.Chalmers 3.Göteborgs universitet 4.Högskolan Dalarna 5.Högskolan i Borås 6.Högskolan i Gävle 7.Högskolan i Halmstad 8.Högskolan i Jönköping 9.Högskolan i Skövde 10.Högskolan Kristianstad 11.Högskolan Väst 12.Karlstads universitet 13.Konstfack 14.KTH 15.Kungliga Musikhögskolan 16.Linnéuniversitetet 17.Luleå Tekniska universitet 18.Lunds universitet 19.Malmö högskola 20.Mittuniversitetet 21.Mälardalens högskola 22.SLU 23.Stockholms Konstnärliga Högskola 24.Södertörns högskola 25.Örebro universitet The following Consortium Members listed will be eligible to enter into the Agreement upon each of the Effective Date. 26.Försvarshögskolan 27.Handelshögskolan Stockholm 28.Karolinska institutet 29.Linköpings universitet 30.Stockholms universitet 31.Umeå universitet 32.Uppsala universitet