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<p class="c2"><b>ADOBE SYSTEMS
INCORPORATED<a target="ADB-ESG" name="_DV_M1" id="_DV_M1"></a></b></p>
<p class="c2"><b>ADOBE FLEX SOFTWARE DEVELOPMENT
KIT<a target="ADB-ESG" name="_DV_M2" id="_DV_M2"></a></b></p>
<p class="c2"><b>Software License
Agreement<a target="ADB-ESG" name="_DV_M4" id="_DV_M4"></a></b><b>.</b></p>
<p class="c3">NOTICE TO USER: THIS LICENSE
AGREEMENT GOVERNS INSTALLATION AND USE OF THE ADOBE SOFTWARE
DESCRIBED HEREIN BY LICENSEES OF SUCH SOFTWARE. LICENSEE AGREES
THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED
BY LICENSEE. BY CLICKING TO ACKNOWLEDGE AGREEMENT TO BE BOUND
DURING REVIEW OF AN ELECTRONIC VERSION OF THIS LICENSE, OR
DOWNLOADING, COPYING, INSTALLING OR USING THE SOFTWARE, LICENSEE
ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS
AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT INSTALLS
AND USES THE SOFTWARE AND ANY PERSON OR ENTITY (E.G., SYSTEM
INTEGRATOR, CONSULTANT OR CONTRACTOR) THAT INSTALLS OR USES THE
SOFTWARE ON ANOTHER PERSON’S OR ENTITY’S
BEHALF.<a target="ADB-ESG" name="_DV_M5" id="_DV_M5"></a></p>
<p class="c3">THIS AGREEMENT SHALL APPLY ONLY TO
THE SOFTWARE TO WHICH LICENSEE HAS OBTAINED A VALID LICENSE,
REGARDLESS OF WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED
HEREIN.</p>
<p class="c3">LICENSEE’S RIGHTS UNDER
THIS AGREEMENT MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS IN
A SEPARATE WRITTEN AGREEMENT WITH ADOBE THAT SUPPLEMENTS OR
SUPERSEDES ALL OR PORTIONS OF THIS AGREEMENT.<a target="ADB-ESG" name="_DV_M6" id=
"_DV_M6"></a></p>
<p class="c4"><b>1. Definitions.<a target="ADB-ESG" name="_DV_M7"
id="_DV_M7"></a></b></p>
<p class="c5">1.1 “Adobe” means
Adobe Systems Incorporated, a Delaware corporation, 345 Park
Avenue, San Jose, California 95110, if subsection 7(a) of this
Agreement applies; otherwise it means Adobe Systems Software
Ireland Limited, Unit 3100, Lake Drive, City West Campus, Saggart
D24, Dublin, Republic of Ireland, a company organized under the
laws of Ireland and an affiliate and licensee of Adobe Systems
Incorporated.<a target="ADB-ESG" name="_DV_M8" id="_DV_M8"></a></p>
<p class="c5">1.2 “Authorized
Users” means employees and individual contractors (i.e.,
temporary employees) of Licensee.<a target="ADB-ESG" name="_DV_M9" id=
"_DV_M9"></a></p>
<p class="c5">1.3 “Computer”
means one or more central processing units
(“CPU”) in a hardware device (including hardware
devices accessed by multiple users through a network
(“Server”)) that accepts information in digital
or similar form and manipulates it for a specific result based on a
sequence of instructions.<a target="ADB-ESG" name="_DV_M10" id=
"_DV_M10"></a></p>
<p class="c5">1.4 “Internal
Network” means Licensee’s private, proprietary
network resource accessible only by Authorized Users.
“Internal Network” specifically excludes the
Internet (as such term is commonly defined) or any other network
community open to the public, including membership or subscription
driven groups, associations or similar organizations. Connection by
secure links such as VPN or dial up to Licensee’s Internal
Network for the purpose of allowing Authorized Users to use the SDK
Components should be deemed use over an Internal
Network.</p>
<p class="c5">1.5 “Sample Code”
means sample software in source code format and found in
directories labeled “samples” and
“templates.”<a target="ADB-ESG" name="_DV_M14" id=
"_DV_M14"></a></p>
<p class="c5">1.6 “SDK
Components” means the files, libraries, and executables
(i) contained in the directories labeled flex_sdk_3, or as
applicable, subsequently labeled directories(e.g.flex_sdk_4, etc.)
, and/or (ii) that are described in a “Read Me”
file or other similar file as being included as part of the Flex
Software Development Kit and/or SDK Components and governed by this
Agreement, including the Professional Component Source Files (as
defined below in Section 2.1), build files, compilers, and related
information, as well as the file format specifications, if
any.<a target="ADB-ESG" name="_DV_M20" id="_DV_M20"></a></p>
<p class="c4"><b>2. License.</b></p>
<p class="c5">Subject to the terms and conditions
of this Agreement, Adobe grants to Licensee a perpetual,
non-exclusive license to use the SDK Components delivered hereunder
according to the terms and conditions of this Agreement, on
Computers connected to Licensee’s Internal Network, on the
licensed platforms and configurations.<a target="ADB-ESG" name="_DV_M22" id=
"_DV_M22"></a></p>
<p class="c5">2.1 SDK Components.</p>
<p class="c5">2.1.1 License Grant.</p>
<p class="c5">(a) SDK Components. Subject to the
terms and conditions of this Agreement, Adobe grants Licensee a
non-exclusive, nontransferable license to (A) use the SDK
Components for the sole purpose of internally developing Developer
Programs, and (B) use the SDK Components as part of
Licensee’s website for the sole purpose of compiling the
Developer Programs that are distributed through the
Licensee’s website.</p>
<p class="c5">(b) Professional Component Source
Files. Subject to the terms and conditions of this Agreement, with
respect to each Professional Component Source File, Adobe grants
Licensee a non-exclusive, nontransferable license to (A) modify and
reproduce such Professional Component Source File (as defined
below) for use as a component of Developer Programs that add
Material Improvements to such Professional Component Source File,
and (B) distribute such Professional Component Source File in
object code form and/or source code form only as a component of
Developer Programs that add Material Improvements to such
Professional Component Source File, provided that (1) such
Developer Programs are designed to operate in connection with Adobe
Flex Builder, Adobe Flex Data Services Software, Adobe LiveCycle
Data Services Software or the SDK Components, (2) Licensee
distributes such object code and/or source code under the terms and
conditions of an End User License Agreement, (3) Licensee includes
a copyright notice reflecting the copyright ownership of Developer
in such Developer Programs, (4) Licensee shall be solely
responsible to its customers for any update or support obligation
or other liability which may arise from such distribution, (5)
Licensee does not make any statements that its Developer Program is
“certified,” or that its performance is
guaranteed, by Adobe, (6) Licensee does not use Adobe’s
name or trademarks to market its Developer Programs without written
permission of Adobe, (7) Licensee does not delete or in any manner
alter the copyright notices, trademarks, logos or related notices,
or other proprietary rights notices of Adobe (and its licensors, if
any) appearing on or within such Professional Component Source File
and/or SDK Components, or any documentation relating to the SDK
Components, (8) Licensee causes any modified files to carry
prominent notices stating that Licensee changed the files, (9)
Licensee does not use “mx,”
“mxml,” “flex,”
“flash,” “livecycle” or
“adobe” in any new package or class names
distributed with such Professional Component Source File, and (10)
Licensee complies with the below Adobe® AIR™ Trademark
Use Terms. Any modified or merged portion of Professional Component
Source Files is subject to this Agreement. For the avoidance of
doubt, Licensee shall have no rights to the Professional Component
Source Files (or the object code form of such files), except to the
extent such Professional Component Source Files are provided to
Licensee in connection with Licensee’s licensing of Flex
Builder Professional.</p>
<p class="c5">(c) “Adobe®
AIR™” is a trademark of Adobe that may not be used
by others except under a written license from Adobe. Licensee may
not incorporate the Adobe AIR trademark, or any other Adobe
trademark, in whole or in part, in the title of your Developer
Programs or in your company name, domain name or the name of a
service related to Adobe AIR. Licensee may indicate the
interoperability of its Developer Program with the Adobe AIR
runtime software, if true, by stating, for example, “works
with Adobe® AIR™” or “for Adobe®
AIR™.” Licensee may use the Adobe AIR trademark to
refer to its Developer Program as an “Adobe®
AIR™ application” only as a statement that its
Developer Program interoperates with the Adobe AIR runtime
software. For purposes of this Agreement, the terms in this
paragraph shall constitute the “Adobe® AIR™
Trademark Use Terms.”</p>
<p class="c5">2.1.2 Definitions Related To SDK
Components.</p>
<p class="c5">(a) “Developer
Programs” shall mean programs that are built consisting
partly of the Professional Component Source Files and other SDK
Components and partly of user’s Material Improvement to
add to or extend the Professional Component Source
Files.</p>
<p class="c5">(b) “End User License
Agreement” means an end user license agreement that
provides a: (1) limited, nonexclusive right to use the subject
Developer Program; (2) set of provisions that ensures that any
sublicensee of Licensee exercising the rights in such End User
License Agreement complies with all restrictions and obligations
set forth herein with respect to SDK Components; (3) prohibition
against reverse engineering, decompiling, disassembling or
otherwise attempting to discover the source code of the subject
Developer Program that is substantially similar to that set forth
in Section 2.3.1 below; (4) statement that, if Licensee’s
customer requires any Adobe software in order to use the Developer
Program, (i) Licensee’s customer must obtain such Adobe
software via a valid license, and (ii) Licensee’s
customer’s use of such Adobe software must be in
accordance with the terms and conditions of the end user license
agreement that ships with such Adobe software; (5) statement that
Licensee and its suppliers retain all right, title and interest in
the subject Developer Program that is substantially similar to that
set forth as Section 3 below, (6) statement that
Licensee’s suppliers disclaim all warranties, conditions,
representations or terms with respect to the subject Developer
Program, and (7) limit of liability that disclaims all liability
for the benefit of Licensee’s suppliers.</p>
<p class="c5">(c) “Material
Improvement” shall mean perceptible, measurable and
definable improvements to the Professional Component Source Files
that provide extended or additional significant and primary
functionality that add significant business value to the
Professional Component Source Files.</p>
<p class="c5">(d) “Professional Component
Source File” shall mean, if Licensee receives the SDK
Components in connection with licensing Flex Builder, each Flex
Framework source code file that is provided with the SDK
Components in the directory labeled fbpro and/or another directory
or directories as specified by Adobe from time to time.</p>
<p class="c5">2.1.3 Restrictions.</p>
<p class="c5">(a) General Restrictions. Except for
the limited distribution rights as provided in Section 2.1.1 above
with respect to Professional Component Source Files, Licensee may
not distribute, sell, sublicense, rent, loan, or lease the SDK
Components and/or any component thereof to any third party.
Licensee also agrees not to add or delete any program files that
would modify the functionality and/or appearance of other Adobe
software and/or any component thereof. </p>
<p class="c5">(b) Development Restrictions.
Licensee agrees that Licensee will not use the SDK Components to
create, develop or use any program, software or service which (1)
contains any viruses, Trojan horses, worms, time bombs, cancelbots
or other computer programming routines that are intended to damage,
detrimentally interfere with, surreptitiously intercept or
expropriate any system, data or personal information; (2) when used
in the manner in which it is intended, violates any material law,
statute, ordinance or regulation (including without limitation the
laws and regulations governing export control, unfair competition,
antidiscrimination or false advertising); or (3) interferes with
the operability of other Adobe or third-party programs or
software.</p>
<p class="c5">(c) Indemnification. Licensee agrees
to defend, indemnify, and hold Adobe and its suppliers harmless
from and against any claims or lawsuits, including
attorneys’ reasonable fees, that arise or result from the
use or distribution of Developer Programs, provided that Adobe
gives Licensee prompt written notice of any such claim, tenders to
Licensee the defense or settlement of such a claim at
Licensee’s expense, and cooperates with Licensee, at
Licensee’s expense, in defending or settling such
claim.</p>
<p class="c5">2.2 Sample Code. Licensee may modify
the Sample Code solely for the purposes of designing, developing
and testing Licensee’s own software applications. However,
Licensee is permitted to use, copy and redistribute its modified
Sample Code only if all of the following conditions are met: (a)
Licensee includes Adobe’s copyright notice (if any) with
Licensee’s application, including every location in which
any other copyright notice appears in such application; and (b)
Licensee does not otherwise use Adobe’s name, logos or
other Adobe trademarks to market Licensee’s application.
Licensee agrees to defend, indemnify, and hold Adobe and its
suppliers harmless from and against any claims or lawsuits,
including attorneys’ reasonable fees, that arise or result
from the use or distribution of Licensee’s applications,
provided that Adobe gives Licensee prompt written notice of any
such claim, tenders to Licensee the defense or settlement of such a
claim at Licensee’s expense, and cooperates with Licensee,
at Licensee’s expense, in defending or settling such
claim.<a target="ADB-ESG" name="_DV_M24" id="_DV_M24"></a></p>
<p class="c5">2.3 Restrictions <a target="ADB-ESG" name="_DV_M29"
id="_DV_M29"></a></p>
<p class="c5">2.3.1 No Modifications, No Reverse
Engineering. Except as specifically provided herein , Licensee
shall not modify, port, adapt or translate the SDK Components.
Licensee shall not reverse engineer, decompile, disassemble or
otherwise attempt to discover the source code of the SDK
Components. Notwithstanding the foregoing, decompiling the SDK
Components is permitted to the extent the laws of
Licensee’s jurisdiction give Licensee the right to do so
to obtain information necessary to render the SDK Components
interoperable with other software; provided, however, that Licensee
must first request such information from Adobe and Adobe may, in
its discretion, either provide such information to Licensee or
impose reasonable conditions, including a reasonable fee, on such
use of the source code to ensure that Adobe’s and its
suppliers’ proprietary rights in the source code for the
SDK Components are protected.<a target="ADB-ESG" name="_DV_M30" id=
"_DV_M30"></a></p>
<p class="c5">2.3.2 No Unbundling. The SDK
Components may include various applications, utilities and
components, may support multiple platforms and languages or may be
provided to Licensee on multiple media or in multiple copies.
Nonetheless, the SDK Components are designed and provided to
Licensee as a single product to be used as a single product on
Computers and platforms as permitted herein. Licensee is not
required to use all component parts of the SDK Components, but
Licensee shall not unbundle the component parts of the SDK
Components for use on different Computers. Licensee shall not
unbundle or repackage the SDK Components for distribution, transfer
or resale.<a target="ADB-ESG" name="_DV_M31" id="_DV_M31"></a></p>
<p class="c5">2.3.3 No Transfer. Licensee shall
not sublicense, assign or transfer the SDK Components or
Licensee’s rights in the SDK Components, or authorize any
portion of the SDK Components to be copied onto or accessed from
another individual’s or entity’s Computer except
as may be explicitly provided in this Agreement. Notwithstanding
anything to the contrary in this Section 2.3.3, Licensee may
transfer copies of the SDK Components installed on one of
Licensee’s Computers to another one of Licensee’s
Computers provided that the resulting installation and use of the
SDK Components is in accordance with the terms of this Agreement
and does not cause Licensee to exceed Licensee’s right to
use the SDK Components under this Agreement.<a target="ADB-ESG" name="_DV_M32" id=
"_DV_M32"></a></p>
<p class="c5">2.3.4 Prohibited Use. Except as
expressly authorized under this Agreement, Licensee is prohibited
from: (a) using the SDK Components on behalf of third parties; (b)
renting, leasing, lending or granting other rights in the SDK
Components including rights on a membership or subscription basis;
and (c) providing use of the SDK Components in a computer service
business, third party outsourcing facility or service, service
bureau arrangement, network, or time sharing basis.<a target="ADB-ESG" name=
"_DV_M33" id="_DV_M33"></a></p>
<p class="c5">2.3.5 Export Rules. Licensee agrees
that the SDK Components will not be shipped, transferred or
exported into any country or used in any manner prohibited by the
United States Export Administration Act or any other export laws,
restrictions or regulations (collectively the “Export
Laws”). In addition, if the SDK Components is identified
as an export controlled item under the Export Laws, Licensee
represents and warrants that Licensee is not a citizen of, or
located within, an embargoed or otherwise restricted nation
(including Iran, Iraq, Syria, Sudan, Libya, Cuba and North Korea)
and that Licensee is not otherwise prohibited under the Export Laws
from receiving the SDK Components. All rights to install and use
the SDK Components are granted on condition that such rights are
forfeited if Licensee fails to comply with the terms of this
Agreement.<a target="ADB-ESG" name="_DV_M34" id="_DV_M34"></a></p>
<p class="c4"><b>3. Intellectual Property
Rights.</b></p>
<p class="c5">The SDK Components and any copies
that Licensee is authorized by Adobe to make are the intellectual
property of and are owned by Adobe Systems Incorporated and its
suppliers. The structure, organization and code of the SDK
Components are the valuable trade secrets and confidential
information of Adobe Systems Incorporated and its suppliers. The
SDK Components is protected by copyright, including without
limitation by United States Copyright Law, international treaty
provisions and applicable laws in the country in which it is being
used. Except as expressly stated herein, this Agreement does not
grant Licensee any intellectual property rights in the SDK
Components and all rights not expressly granted are reserved by
Adobe.<a target="ADB-ESG" name="_DV_M49" id="_DV_M49"></a></p>
<p class="c4"><b>4. Updates.</b></p>
<p class="c5">If the SDK Components is an upgrade
or update to a previous version of the SDK Components, Licensee
must possess a valid license to such previous version in order to
use such upgrade or update. All upgrades and updates are provided
to Licensee subject to the terms of this Agreement on a license
exchange basis. Licensee agrees that by using an upgrade or update,
Licensee voluntarily terminates Licensee’s right to use
any previous version of the SDK Components. As an exception,
Licensee may continue to use previous versions of the SDK
Components on Licensee’s Computers after Licensee obtains
the upgrade or update but only for a reasonable period of time to
assist Licensee in the transition to the upgrade or update, and
further provided that such simultaneous use shall not be deemed to
increase the number of copies, licensed amounts or scope of use
granted to Licensee hereunder. Upgrades and updates may be licensed
to Licensee by Adobe with additional or different terms.<a target="ADB-ESG" name=
"_DV_M50" id="_DV_M50"></a></p>
<p class="c4"><b>5. NO WARRANTY.<a target="ADB-ESG" name="_DV_M51"
id="_DV_M51"></a></b></p>
<p class="c5">No Warranty. Licensee acknowledges
that the SDK Components is provided to Licensee “AS
IS,” and Adobe disclaims any warranty or liability
obligations to Licensee of any kind. Licensee acknowledges that
ADOBE MAKES NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY OF ANY KIND
WITH RESPECT TO THE SDK COMPONENTS INCLUDING, BUT NOT LIMITED TO,
ANY WARRANTY WITH REGARD TO PERFORMANCE, MERCHANTABILITY,
SATISFACTORY QUALITY, NONINFRINGEMENT OR FITNESS FOR ANY PARTICULAR
PURPOSE. Adobe is not obligated to provide maintenance, technical
support or updates to Licensee for any SDK Components. The
foregoing limitations, exclusions and limitations shall apply to
the maximum extent permitted by applicable law, even if any remedy
fails its essential purpose.<a target="ADB-ESG" name="_DV_M52" id=
"_DV_M52"></a></p>
<p class="c4"><b>6. LIMITATION OF
LIABILITY.</b></p>
<p class="c5">IN NO EVENT WILL ADOBE, ITS
AFFILIATES OR ITS SUPPLIERS BE LIABLE TO LICENSEE FOR ANY LOSS,
DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL,
INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS,
ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY
OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY
EVEN IF AN ADOBE REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS
AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN
LICENSEE’S JURISDICTION. ADOBE’S AGGREGATE
LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN
CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID
FOR THE SDK COMPONENTS, IF ANY. THIS LIMITATION WILL APPLY EVEN IN
THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE
FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. Nothing contained
in this Agreement limits Adobe’s liability to Licensee in
the event of death or personal injury resulting from
Adobe’s negligence or for the tort of deceit (fraud).
Adobe is acting on behalf of its affiliates and suppliers for the
purpose of disclaiming, excluding and limiting obligations,
warranties and liability, but in no other respects and for no other
purpose. For further information, please see the jurisdiction
specific information at the end of this agreement, if any, or
contact Adobe’s Licensee Support Department.<a target="ADB-ESG" name=
"_DV_M54" id="_DV_M54"></a></p>
<p class="c4"><b>7. Governing
Law. </b></p>
<p class="c5">This Agreement, each transaction
entered into hereunder, and all matters arising from or related to
this Agreement (including its validity and interpretation), will be
governed and enforced by and construed in accordance with the
substantive laws in force in: (a) the State of California, if a
license to the SDK Components is acquired when Licensee is in the
United States, Canada, or Mexico; or (b) Japan, if a license to the
SDK Components is acquired when Licensee is in Japan, China, Korea,
or other Southeast Asian country where all official languages are
written in either an ideographic script (e.g., hanzi, kanji, or
hanja), and/or other script based upon or similar in structure to
an ideographic script, such as hangul or kana; or (c) England, if a
license to the SDK Components is purchased when Licensee is in any
other jurisdiction not described above. The respective courts of
Santa Clara County, California when California law applies, Tokyo
District Court in Japan, when Japanese law applies, and the
competent courts of London, England, when the law of England
applies, shall each have non-exclusive jurisdiction over all
disputes relating to this Agreement. This Agreement will not be
governed by the conflict of law rules of any jurisdiction or the
United Nations Convention on Contracts for the International Sale
of Goods, the application of which is expressly excluded.<a target="ADB-ESG" name=
"_DV_M55" id="_DV_M55"></a></p>
<p class="c4"><b>8. General
Provisions.</b></p>
<p class="c5">If any part of this Agreement is
found void and unenforceable, it will not affect the validity of
the balance of this Agreement, which shall remain valid and
enforceable according to its terms. Updates may be licensed to
Licensee by Adobe with additional or different terms. The English
version of this Agreement shall be the version used when
interpreting or construing this Agreement. This is the entire
agreement between Adobe and Licensee relating to the SDK Components
and it supersedes any prior representations, discussions,
undertakings, communications or advertising relating to the SDK
Components.<a target="ADB-ESG" name="_DV_M56" id="_DV_M56"></a></p>
<p class="c4"><b>9. Notice to U.S. Government End
Users.<a target="ADB-ESG" name="_DV_M57" id="_DV_M57"></a></b></p>
<p class="c5">9.1 Commercial Items. The SDK
Components and any documentation are “Commercial
Item(s),” as that term is defined at 48 C.F.R. Section
2.101, consisting of “Commercial Computer
Software” and “Commercial Computer Software
Documentation,” as such terms are used in 48 C.F.R.
Section 12.212 or 48 C.F.R. Section 227.7202, as applicable.
Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections
227.7202-1 through 227.7202-4, as applicable, the Commercial
Computer Software and Commercial Computer Software Documentation
are being licensed to U.S. Government end users (a) only as
Commercial Items and (b) with only those rights as are granted to
all other end users pursuant to the terms and conditions herein.
Unpublished-rights reserved under the copyright laws of the United
States. Adobe Systems Incorporated, 345 Park Avenue, San Jose, CA
95110-2704, USA.<a target="ADB-ESG" name="_DV_M58" id="_DV_M58"></a></p>
<p class="c5">9.2 U.S. Government Licensing of
Adobe Technology. Licensee agrees that when licensing Adobe SDK
Components for acquisition by the U.S. Government, or any
contractor therefore, Licensee will license consistent with the
policies set forth in 48 C.F.R. Section 12.212 (for civilian
agencies) and 48 C.F.R. Sections 227-7202-1 and 227-7202-4 (for the
Department of Defense). For U.S. Government End Users, Adobe agrees
to comply with all applicable equal opportunity laws including, if
appropriate, the provisions of Executive Order 11246, as amended,
Section 402 of the Vietnam Era Veterans Readjustment Assistance Act
of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of
1973, as amended, and the regulations at 41 CFR Parts 60-1 through
60-60, 60-250, and 60-741. The affirmative action clause and
regulations contained in the preceding sentence shall be
incorporated by reference in this Agreement.<a target="ADB-ESG" name="_DV_M59" id=
"_DV_M59"></a></p>
<p class="c4"><b>10. Compliance with
Licenses.</b></p>
<p class="c5">Adobe may, at its expense, and no
more than once every twelve (12) months, appoint its own personnel
or an independent third party to verify the number of copies and
installations as well as usage of the Adobe software in use by
Licensee. Any such verification shall be conducted upon seven (7)
business days notice, during regular business hours at
Licensee’s offices and shall not unreasonably interfere
with Licensee’s business activities. Both Adobe and its
auditors shall execute a commercially reasonable non-disclosure
agreement with Licensee before proceeding with the verification. If
such verification shows that Licensee is using a greater number of
copies of the SDK Components than that legitimately licensed, or
are deploying or using the SDK Components in any way not permitted
under this Agreement and which would require additional license
fees, Licensee shall pay the applicable fees for such additional
copies within thirty (30) days of invoice date, with such underpaid
fees being the license fees as per Adobe’s then-current,
country specific, license fee list. If underpaid fees are in excess
of five percent (5%) of the value of the fees paid under this
Agreement, then Licensee shall pay such underpaid fees and
Adobe’s reasonable costs of conducting the verification.
This Section shall survive expiration or termination of this
Agreement for a period of two (2) years.<a target="ADB-ESG" name="_DV_M60" id=
"_DV_M60"></a></p>
<p class="c4"><b>11. Third-Party
Beneficiary.</b></p>
<p class="c5">Licensee acknowledges and agrees
that Adobe’s licensors (and/or Adobe if Licensee obtained
the SDK Components from any party other than Adobe) are third party
beneficiaries of this Agreement, with the right to enforce the
obligations set forth herein with respect to the respective
technology of such licensors and/or Adobe.</p>
<p class="c4"><b>12. Specific Provisions and
Exceptions.</b></p>
<p class="c5">This section sets forth specific
provisions related to certain components of the SDK Components as
well as limited exceptions to the above terms and conditions. To
the extent that any provision in this section is in conflict with
any other term or condition in this agreement, this section will
supersede such other term or condition.</p>
<p class="c5">12.1 Limitation of Liability for
Users Residing in Germany and Austria.</p>
<p class="c5">12.1.1 If Licensee obtained the SDK
Components in Germany or Austria, and Licensee usually resides in
such country, then Section 6 does not apply. Instead, subject to
the provisions in Section 12.1.2, Adobe and its
affiliates’ statutory liability for damages will be
limited as follows: (i) Adobe and its affiliates will be liable
only up to the amount of damages as typically foreseeable at the
time of entering into the purchase agreement in respect of damages
caused by a slightly negligent breach of a material contractual
obligation and (ii) Adobe and its affiliates will not be liable for
damages caused by a slightly negligent breach of a non-material
contractual obligation.</p>
<p class="c5">12.1.2 The aforesaid limitation of
liability will not apply to any mandatory statutory liability, in
particular, to liability under the German Product Liability Act,
liability for assuming a specific guarantee or liability for
culpably caused personal injuries.</p>
<p class="c5">12.1.3 Licensee is required to take
all reasonable measures to avoid and reduce damages, in particular
to make back-up copies of the SDK Components and
Licensee’s computer data subject to the provisions of this
agreement.</p>
<p class="c4"><b>13. Third Party
Software.</b></p>
<p class="c5">The Software may contain third party
software which requires notices and/or additional terms and
conditions. Such required third party software notices and/or
additional terms and conditions are located at <a target="ADB-ESG" href=
"http://www.adobe.com/go/thirdparty">http://www.adobe.com/go/thirdparty</a>
(or a successor website thereto) and are made a
part of and incorporated by reference into this Agreement.<a target="ADB-ESG" name=
"_DV_M61" id="_DV_M61"></a></p>
<p class="c6">If Licensee has any questions
regarding this agreement or if Licensee wishes to request any
information from Adobe please use the address and contact
information included with this product to contact the Adobe office
serving Licensee’s jurisdiction.<a target="ADB-ESG" name="_DV_M62" id=
"_DV_M62"></a></p>
<p class="c3">Adobe is either a registered
trademark or trademark of Adobe Systems Incorporated in the United
States and/or other countries<a target="ADB-ESG" name="_DV_M170" id=
"_DV_M170"></a>.</p>
<p class="c7">Adobe_Flex_Software_Development_Kit-en_US-20071221_1748 </p>
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