Adobe Marketplace VIP Cloud Services Agreement (“Agreement”)

1. Terms of Sale. The purchase of the Adobe (“Supplier” or “Adobe”) cloud services and offerings (“Cloud Services”) on the Insight-provided Adobe Marketplace (the “Marketplace”) by the customer named above, on behalf of itself and its affiliates, successors, customers and end users (collectively, “You” or “Client” or “Customer”), including payment obligations, are subject to the current Insight Terms of Sale: Third Party Cloud Services (“Insight Terms of Sale”) and this Agreement, which together form the agreement between Customer and Insight for the sale of the Cloud Services. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of the Insight Terms of Sale, and no purchase order or invoice, or any document in electronic or written form that is acknowledged, accepted, signed or delivered by the parties shall govern the purchase and sale of the Cloud Services except for this Agreement. Any capitalized terms not defined herein shall have the meanings set forth in the “Definitions” section below.
2. Terms of Service. Customer understands and acknowledges that it is receiving the Cloud Services directly from the Supplier, and that the Cloud Services are provided subject to (i) the terms of this Agreement, and (ii) the Supplier’s terms and conditions of use and/or sale which are generally made available to Customer via Adobe’s Customer portal, including any applicable end user license agreements, or such other terms as agreed upon by Customer and the Supplier directly (collectively, the “Supplier Terms”). Customers purchasing licenses from the Marketplace must accept the Marketplace terms before accessing and using any Cloud Services. Customer shall consider the Supplier to be the contracting party and, as the Supplier is the party responsible for providing the Cloud Services to the Customer, Customer will look solely to the Supplier for any loss, claims or damages arising from or related to the provision of the Cloud Services. No modification to the Supplier Terms is permitted without the agreement of Adobe in writing.

3. Automatic Renewal. You acknowledge and agree that your subscriptions will be set to automatically renew upon migration of your subscriptions to VIP Marketplace. By placing an order with Insight, you consent to and agree for your subscription(s) to automatically renew in accordance with this section:

   1. Your subscription(s) will automatically renew at the end of your subscription period and continue until you cancel;
   2. The price of the recurring charges for each subscription and the amount of the charge may change at renewal;
   3. The length of the automatic renewal term is set forth in each applicable section of this agreement; and
   4. If a free trial is offered, the listed price will be charged after the trial ends.
4. Ordering; Term. You may select a Subscription length of either (i) one year or (ii) three years as set forth below. The terms and conditions of these Subscriptions are different, so please read the below sections carefully.
   1. One-Year Subscription Term.
      1. Initial Subscriptions. Unless otherwise set forth in the Supplier Terms, if you choose the one-year Subscription option, then the Subscription You order (Your “Initial Subscription”) is for a term of one year (“Subscription Term”). Your Subscription will automatically renew at the end of that one-year period (Your “Anniversary Date”) for successive one-year terms until You cancel in accordance with this Agreement.
      2. Additional Subscriptions. You may purchase additional Subscriptions as set forth in this section. Additional Subscriptions will maintain the same Anniversary Date as Your Initial Subscription(s).
         1. Customer Self-Service. You may purchase additional Subscriptions at any time at the then-current rates on the Marketplace. Insight will automatically bill you for all additional Subscriptions ordered, in accordance with Section 4(a) of this Agreement.
         2. Authorization for Insight. Customer grants Insight the limited authorization to place orders and otherwise transact on Customer’s behalf upon Customer’s request, whether by adding Subscriptions in the Marketplace or by requesting a quote from Insight, to the extent required for Insight to process an order requested by Customer.
   2. Three-Year Committed Subscription Term.
      1. Overview; Locked-In Pricing. If You choose the three-year option, then You may elect to lock in pricing for a three-year term commencing at your initial purchase (“Committed Subscription Term”) subject to the requirements set forth in this section. Your pricing and discount level for Subscriptions will be locked in for the Committed Subscription Term and Section 4(a) below shall not apply.
      2. Minimum License Requirements. For the period of the Committed Subscription Term, You must maintain a cumulative minimum license quantity (“Committed Minimum”) that You designate to Insight. Once Insight initiates your request for a Committed Subscription Term, You will have seven (7) days to accept the Committed Subscription Term in Your Adobe console. Once accepted, You must make the required purchase of licenses within seven (7) days. You will not be permitted to check out and/or complete any purchase associated with a Customer-initiated change which causes Your license count to fall below Your Committed Minimum.
      3. Additional Licenses. As long as You maintain Your Committed Minimum, You may (i) add licenses for existing Subscriptions or new Subscriptions at any time and (ii) schedule quantity changes to occur at renewal. Any additional quantities ordered pursuant to this section may be cancelled (a) within fourteen (14) days of purchase for (i) of this subsection, or (b) within fourteen (14) days of Your renewal date for (ii) of this subsection.
      4. Recommitment. Thirty (30) days before Your renewal in the third year of Your Committed Subscription Term, You may recommit for another three-year period and set a new minimum quantity with the assistance of Insight. Your recommitment will be subject to Adobe’s then-current pricing and discounts, and you are not guaranteed a new committed subscription at the same pricing and discounts as the prior committed subscription.
      5. Effects of Automatic Renewal.
         1. If You have enabled automatic renewal (i.e. automatic renewal is “on” for Your account) but have not recommitted under subsection 3(b)(iv) above, then your Subscriptions will automatically default to and renew as one-year Subscriptions, which will automatically renew for successive one-year terms as set forth in section 3(a)(i) above.
         2. If You have not enabled automatic renewal (i.e. automatic renewal is “off” for Your account) and have not recommitted under subsection 3(b)(iv) above, Your Subscriptions will expire at the end of the Committed Subscription Term.
5. Pricing, Billing, and Payment.
   1. Pricing. For one-year Subscription Terms, rates are prorated based on the number of days remaining in Your Subscription Term. Adobe reserves the right to change its pricing as of the first of every calendar month. Therefore, pricing Insight quotes to You for a Subscription Term is firm until the last day of the calendar month, and Insight cannot honor Subscription pricing beyond that date. By way of example, if You receive Insight’s quote for Subscription pricing on the 25th day of the month, but You do not place your order until the 1st day of the following month, Your pricing will no longer be valid, and Insight will provide You an updated quote which will be firm for the rest of that calendar month.
   2. Billing and Payment. You agree that You are responsible for any and all Cloud Services or Subscriptions ordered, including additions or increases in the quantity of any existing Cloud Services or Subscriptions, in accordance with Supplier's price list in effect at the time of order, less any applicable discounts (“Cloud Service Fees”). Supplier’s records are taken to be correct unless proven by You to be in error. Insight will invoice You (i) at each Anniversary Date, and (ii) upon Your order for additional Subscriptions. Unless otherwise agreed to in writing between the parties, You must pay all undisputed invoices in full within thirty (30) days of the invoice date.

6. Returns. You may return Cloud Services purchases within fourteen (14) days. Any requests outside of that 14-day period is subject to Supplier approval.
7. Cancellation. In addition to any rights of termination or cancellation set forth in the Insight Terms of Sale, either Insight or Customer may cancel a Subscription either You or Insight may cancel by providing the other party notice of its intent not to renew the Subscription at least 30 days in advance of the end of the then-current Subscription Term or Committed Subscription Term.
8. Suspension or Termination by Adobe. Any termination or suspension of access to any Cloud Services by Adobe prior to the end of the applicable term will be subject to the Supplier Terms between Adobe and the Customer; however, Customer is responsible for Insight’s charges for the Cloud Services during any period of suspension. Adobe may terminate any direct agreement it has with a Customer if Adobe detects or suspects any activity by such Customer that violates the Adobe Marketplace terms. Adobe also reserves the right to take any enforcement steps.
9. Definitions.

   “Adobe Marketplace” means Adobe’s licensing program under which the Customer may procure Adobe Cloud Services through the Marketplace.

   “Subscription” means a term license for the Customer’s end user to use and access the Adobe Cloud Services during the term.

By ordering or receiving the Cloud Services from the Supplier and/or clicking the box or button on the Marketplace which affirms your agreement to the terms contained herein, Customer acknowledges and agree that: (A) Customer is receiving the Cloud Services directly from Supplier, and Supplier (not Insight) will be responsible for performance of the Cloud Services; and (B) You, the undersigned, are duly authorized on behalf of Customer to accept the terms of this Agreement (including the Supplier Terms) and to procure, provision and receive the Cloud Services pursuant to this Agreement on behalf of the Customer. If Customer does not agree with any of the terms in this Agreement, Customer should not order, receive, download or use the Cloud Services, and will indemnify Insight for any third-party claim related to Customer’s use of the Cloud Services without having accepted these terms.