ADOBE AUTHOR AGREEMENT
1. YOUR AGREEMENT WITH ADOBE
1.1. THIS AGREEMENT IS WITH ADOBE SYSTEMS INCORPORATED ("ADOBE"), A U.S.-BASED COMPANY, AND YOU, THE DEVELOPER ("You" OR "Your") AGREE THAT YOUR RELATIONSHIP WITH ADOBE WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, UNITED STATES, AS SET FORTH IN SECTION 16.3 (Governing Law; Venue).
1.2. This Agreement (the "Agreement") sets forth the terms and conditions for Your use of the Adobe KnowHow.com and portal("Service"). If You use the Services on behalf of a company, then "You" means You and such company, and You represent and warrant that You have all necessary authority to bind that company to the terms and conditions of this Agreement.
1.3. Adobe may change the Agreement at its sole discretion. If we change the Agreement, then we will make a new copy available at: author agreement . Your use of the Service is subject to the most current version of the Agreement at the time of such use.
2. DEFINITIONS. As used in this Agreement:
2.1. "Adobe Payment Processor" means Adobe's third party payment processor which may require You to enter into separate direct payment processor agreements and provide certain additional information.
2.2. "Affiliate" means, with respect to a party, any person or entity that controls, is controlled by, or is under common control with such party, where "control" means ownership of fifty percent (50%) or more of the outstanding voting securities.
2.3."Approved Product" means a Final Version that has been reviewed and approved by Adobe for distribution via the Service as stated in Section 4 (Adobe Review And Approval) below.
2.4. "End User" means a customer who purchase or use YourProduct using the Services.
2.5. "Final Version" means a version of any Product that has gone through Your own quality assurance testing and is ready for Adobe's final review and approval for publication and distribution via the Service.
2.6. "Intellectual Property Rights" means all existing and future worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights and other proprietary rights.
2.7."Net Revenue" means the actual price paid by an End User for a license to a Product sold/licensed, as the case may be, through the Service, less (a) sales, use,value-added, and other direct taxes, including customs, duties, and other similar governmental charges actually paid or payable by Adobe other than franchise or income tax of any kind, (b) any fees paid to Adobe Payment Processor related to the sale and distribution of the Product, (c)any transaction fee and currency conversion fees related to transactions involving a non-U.S. bank account, and (d) any amounts paid or credited to the End User, including, but not limited to, credits, chargebacks,allowances, discounts, returns, refunds, and rebates.
2.8. "Paid Products" means the Approved Products which is offered via the Services for which You charge the End User a fee or a price for use, utilization and/or enjoyment of such Approved Product via the Services.
2.9. "Product "means Your extensions, application software, code, material, text, data and other works of authorship available to End Users on either a trial or commercial basis, for use with Adobe software.
3. LICENSE TO YOU.
3.1.License. Subject to the terms and conditions of this Agreement, including, without limitation, the payment of all applicable Fees (as defined inSection 11.1 (Fees)), if any, Adobe grants You a limited, non-transferable, revocable, nonexclusive, license, without the right to grant sublicenses, to use the Service solely for purpose of publishing and distributing compliant Approved Products via the Service.
3.2. Restrictions. You will not upload or distribute any Product via the Service, which interoperates with the Service in a manner not approved and documented by Adobe. You shall not undertake any act whereby you gain unauthorized access to the Services, to any other developer's or any End User's accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Services.
4. ADOBE REVIEW AND APPROVAL. If You wish to distribute Your Products through the Service,You will provide a copy of such Final Version, and all other materials requested by Adobe, to Adobe for its review and approval. You will submit the Final Versions on the author portal which are subject to terms and conditions as required by Adobe's third party vendor(s). Unless a Final Version is submitted in accordance with this Agreement, Adobe will have no obligation to consider such Final Version. Once a Final Version is submitted in accordance with this Agreement, Adobe will accept or reject the Final Version at its sole and absolute discretion. Any failure to respond by Adobe shall be deemed a rejection and only a written confirmation from the authorized representative of Adobe will be taken as approval of Your Product which may be dealt with by Adobe as per its own discretion. You may reference Adobe's current approval guidelines and standard policies here.Upon approval by Adobe of any Final Version, the parties acknowledge and agree that You will have the right to market and distribute the FinalVersion, only in the version and format approved by Adobe, as anApproved Product, and in accordance with the terms set forth herein. You agree and acknowledge that Adobe may remove Approved Products from the Service at any time for any reason without incurring any liability towards You. For avoidance of doubt, it is clarified that unless a Product is approved by Adobe under this Section 4, You will not be entitled to upload or distribute a Product via the Service.
5.MARKETING REQUIREMENTS AND RESTRICTIONS. You must include with an Approved Product, a notice to the End Users that any End User payment for such Approved Products (if any) will be processed by a third party. You may not: (a) make any statement that any Approved Product or other software is "certified" or otherwise guaranteed or approved by Adobe; or (b) use Adobe's name or trademarks to market any Approved Product or other software, without prior written approval from Adobe, except as expressly allowed in Section 9 (Trademarks; Branding). The parties acknowledge and agree that Adobe is not liable for any software update, support, or other liability that may arise from Your distribution of an Approved Product as permitted herein. You are solely responsible for any and allEnd User licensing and other required documentation associated with or to be supplied with an Approved Product. You will be responsible for providing EndUsers with an End User license agreement which expressly states that:(x) You are solely responsible for supporting the relevant Approved Product; and (y) thatAdobe bears no responsibility for such Approved Product or any use of such Approved Product or for supporting such Approved Product. You agree to indemnify Adobe against any claims related to or in connection with the Approved Products or Your representations thereof made in violation of this Section.
6. SUPPORT. You will be solely responsible for performing, in a manner consistent with good industry practice, all installation, training, support, and other services requested or required byEnd Users who obtain an Approved Product through the Service. You will not refer any End User to Adobe for such support and Adobe has no obligation under this Agreement to provide any services to, or respond to any requests from, End Users. However, Adobe reserves the right to establish and maintain contact with End Users in order to facilitate the delivery of any Approved Product support needed by such End User.
7. DISTRIBUTION BYADOBE.
7.1. License. You hereby grant to Adobe and its Affiliates a nonexclusive, worldwide, royalty-free, transferable, fully paid up license, under all of YourIntellectual Property Rights, to: (a) store, host, reproduce and distribute copies of theApproved Product directly or indirectly to End Users pursuant to the End User license agreement provided by You with the Approved Product (including as set out in Section 7.4(d) below); (b) offering, delivering, marketing, promoting, demonstrating, and selling the Approved Product (either directly or through third party distributors), and to operate the Services; (c) use, copy, publicly display, publicly perform, distribute, store, transcode, syndicate, broadcast, communicate to the public, reproduce, edit, modify, create derivative works, and otherwise use and exploit the Approved Product for any purpose related to this Agreement, including, but not limited to, promoting and marketing the Approved Product, the Service and/or Adobe, its products and services; and (d) sublicense to third parties the rights licensed to Adobe in subsections (a), (b) and (c) of this Section 7.1 (License).
(a) Third Party Distributors. The license grant to Adobe set forth in Section 7.1 above includes the right to distribute the Products through multiple tiers of sublicensees and for such sublicensees to have all rights necessary for them to offer, deliver, market, promote, demonstrate, and sell any and all Approved Products to End Users, but does not include the right to edit such Approved Product(s).
(b) End Users. The license grant to Adobe under Section 7.1 includes the right to grant End Users who have procured any Paid Product (either directly or through third party distributors) a perpetual, irrevocable sublicense to reproduce such Paid Product on their personal devices (e.g., computer hard drives and mobile devices) and to use and exploit the Paid Product solely for personal uses as set forth in this Agreement and under their End Under license agreement.
7.3. Waiver of Personality Rights. You hereby waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the use of any and all the Products, or any portion thereof, solely as authorized in this Agreement but not for any other purpose, or of Your name, personality, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling any Approved Product, or any advertising or publicity relating thereto.
7.4.Product Fees and Trial Periods. You may elect to establish fees charged to End Users for a Paid Product. In the event that You elect to do so, Adobe or the Adobe Payment Processor reserves the right to establish a minimum chargeable fee for such Paid Product. You will also establish the duration of any trial periods for any Paid Product. Adobe and theAdobe Payment Processor reserve the right to set limits on the length of such trial periods for any and all Paid Product(s).
7.5 Discontinuance of the Services. You acknowledge that Adobe has the right to discontinue the Services, at any time in its sole discretion. Adobe reserves the right to alter the terms of the Services from time to time, using reasonable discretion. Adobe shall provide You with thirty (30) days prior written notice of any permitted material changes to the Services. Upon discontinuance of the Services:
(a) no new Product related transactions will be allowed through the Services and Adobe shall have no further liability for share of the Net Revenues;
(b) You will have 30 days to download or migrate Your Products from the Services and beyond this 30 day period, Adobe shall have no responsibility, liability or duty to retain or preserve Your Products;
(c) Adobe may, at its discretion, allow You to download course metadata subject to such terms and conditions as may be determined by Adobe; and
(d) the End Users shall be afforded a period of 30 days to download or migrate the Paid Products procured by them through the Services and for avoidance of doubt, it is clarified that End Users shall not be given the right to download or migrate any free Product that is procured by them through the Services.
8. DEVELOPER'S ACKNOWLEDGEMENTS.
8.1. Competitive Products. You understand and agree that the relationship between the parties hereunder is non-exclusive and that applications similar or competitive to a Product or an Approved Product may be made available via the Service. You also understand and agree that thisAgreement shall not be construed as prohibiting Adobe from acquiring, licensing, developing for itself (or having others develop for it), marketing, publishing and/or distributing products that are similar or competitive to a Product or an Approved Product. In the absence of a separate written agreement to the contrary, Adobe will be free to use any information You provide to Adobe for any purpose, subject to Your applicable U.S. patents and copyrights registered in the U.S.
8.3. Qualifications. You undertake, represent and warrant to Adobe that:
(a) if You are an individual, You are of the legal age of majority in the jurisdiction in which You reside (at least 18 years of age in many countries) and have the right and authority to enter into the this Agreement (including these on Your own behalf, or if You are entering into the Agreement on behalf of Your company, organization, educational institution, or agency, instrumentality, or department of the federal government, that You have the right and authority to legally bind such entity or organization to the terms and obligations of this Agreement; and
(b) You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the Approved Products, and that the credentials You post on and through the Services are accurate, truthful, complete, and not misleading.
8.4. Compliance with Laws. You must comply with all applicable criminal, civil and statutory laws and regulations, including those in any jurisdictions in which an Approved Product may be offered or made available. In particular, the You represent, warrant and undertake: (a) You and the Approved Product must comply with all applicable privacy and data collection laws and regulations; and (b) the Approved Product may not be designed or marketed for the purpose of harassing, abusing, spamming, stalking, threatening or otherwise violating the legal rights (such as the rights of privacy and publicity) of others.
8.5. Restricted Content. You will not post any inappropriate, offensive, racist, hateful, sexist, sex-related, false, misleading, infringing, defamatory or libelous content under or within an Approved Product. You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through any Approved Product or to End Users.
8.6. Restricted Use of the Services. You will not use Services for any business other than for providing the Approved Products to End Users.
8.7. No Additional Licenses. You will not engage in any activity that will require Adobe to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings.
8.8. You will not interfere with or otherwise prevent other developers from providing their services or courses after availing the Services.
8.9. If You are in a state or locale where any form of instructing requires a license, credential, certification or other form of governmental or third party license, consent, authorization or permission, You shall not use the Services until such license, consent, authorization or permission is obtained.
8.10. No Confidentiality. You acknowledge that any Product, materials, information, communications or ideas that You upload, communicate or otherwise transmit or post to Adobe on or through the Services (the "Submitted Content") will be treated as non-confidential and subject to the license below, and may be reproduced, distributed, publicly performed, publicly distributed, communicated to the public, and otherwise used and exploited by Adobe for any purpose related to the delivery, marketing, promoting, demonstrating or operating the Services, including, but not limited to, for quality control, redistribution or display to End Users, and professional development. You agree that we may record all or any part of any Product (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Services. We reserve the right to review the Products for any purpose.
8.11. Removal of Product. You acknowledge that Adobe shall have the right (but not the obligation), in its sole discretion, to remove any Product from the Services without incurring any liability in relation to. Without limiting the foregoing, Adobe has the right to remove any Product that violates this Agreement or is otherwise objectionable in its sole and absolute discretion. You acknowledge that in such circumstances, Adobe may require You to provide support and maintenance to the End Users who have procured any Paid Products through the Services and You shall provide such support and maintenance in accordance with good industry practices and in a professional manner. You agree and acknowledge that Adobe may preserve a Product and may disclose details relating to a Product if required to do so by law or in the good faith belief that any such preservation or disclosure is reasonably necessary to comply with legal process, enforce this Agreement, respond to claims that any Product violates the rights of third parties or protect our rights, property or personal safety or that of the End Users and the public.
8.12 Cost. You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You in connection with the development of the Products and distribution efforts, including, but not limited to, any related development efforts, network and server equipment, Internet service(s), or any other hardware, software or services used by You in connection with Your development of the Products.
8.13 No Inconsistency. You will not act in any manner which conflicts or interferes with any existing commitment or obligation You may have and no agreement previously entered into by You will interfere with its performance of Your obligations under this Agreement.
9. TRADEMARKS; BRANDING.
9.1. Developer Trademarks. Subject to the terms and conditions of this Agreement, You hereby grant to Adobe a limited, nonexclusive, non-sublicenseable, royalty-free, worldwide license to reproduce and use Your trademarks, service marks, trade names, logos or other commercial or product designations for the purposes of promoting and distributing the Approved Products through the Service.
9.2. Adobe Trademarks. Use of Adobe trademarks must comply with Adobe's general trademark guidelines available on the company's web site at http://www.adobe.com/misc/trade.html and updates of those guidelines as made available periodically.
10.1. Adobe. Adobe and its respective suppliers and licensors shall retain all right, title and interest in and to the Services, and all portions thereof, including, without limitation, all Intellectual Property Rights thereto. Other than the license expressly granted in Section 3 (License To You), You receive no right, title or interest in or to the Service.
10.2. Developer. You retain all right, title and interest in and to the Product(s), (except for any metadata generated through the use of the Services, and any portion of any Adobe Intellectual Property Rights, or any third party software incorporated or embodied therein), including all Intellectual Property Rights related thereto.
11. FEES; REVENUE SHARE; PAYMENT PROCESSING.
11.2. Revenue Share. During the Term, should You elect to distribute Approved Products via the Services, Adobe and You will share revenue from any sales of licenses to use any Approved Products as set forth in Exhibit A. You acknowledge and agree that for sales of trial or other no-charge licenses to any Approved Product, You will not receive any revenue share.
11.3. Adobe Payment Processor. If the payment for the distribution of an Approved Product is processed or managed by the Adobe Payment Processor, then You acknowledge and agree that Adobe shall have no liability whatsoever as relates to the delay or inaccuracy of such payment and You agree to resolve any dispute related to the fees for the license of such Approved Product directly with such Adobe Payment Processor.
12. WARRANTIES AND DISCLAIMERS.
12.1. No Warranty. ADOBE PROVIDES THE ADOBE INTELLECTUAL PROPERTY AND THE SERVICE TO YOU "AS IS." ADOBE AND ITS SUPPLIERS MAKE NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY OF ANY KIND WITH RESPECT TO THE ADOBE INTELLECTUAL PROPERTY AND THE SERVICE INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF PERFORMANCE, MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ADOBE MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) ANY ERRORS OR ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. IN NO EVENT WILL ADOBE OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DAMAGES, EVEN IF ADOBE OR ANY COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT AND YOUR USE OF THE SERVICE AND THE ADOBE PAYMENT PROCESSOR.
12.2. Developer Warranty. By providing a Final Version and/or choosing to upload an Approved Product to the Service, You represent and warrant that the Final Version and/or the Approved Product: (a) will not contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, data, or personal information; (b) will, when used in the manner in which it is intended, not violate any law, statute, regulation, or rights (including without limitation, any laws, regulations or rights respecting intellectual property, computer spyware, privacy, publicity, export control, unfair competition, antidiscrimination, or advertising); (c) will not infringe any intellectual property rights of another, including without limitation any rights of publicity and rights of privacy; (d) will not interfere with the operability of Adobe or third-party software or systems; and (e) is owned by You or licensed to You on a fully paid-up basis and that You own or have the necessary licenses, rights, consents, and permissions, and have the authority to authorize Adobe, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, and otherwise use and exploit the content constituting the Approved Product on and through the Services in the manner contemplated by these Terms, and to promote the availability of the Approved Products on and through the Services. You are fully responsible for all of the content You provide in, through, or arising out of any and all Final Version and/ or Approved Products, and for the accuracy of same.
14. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ADOBE OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST DATA, LOST PROFITS AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ADOBE'S AND ITS SUPPLIERS' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE LESSER OF $100 OR THE AMOUNTS RECEIVED BY ADOBE IN CONNECTION WITH THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. Each party acknowledges that the fees and amounts payable set forth in this Agreement reflect the allocation of risk set forth in this Agreement and that the other party would not enter into this Agreement without these limitations on its liability. Each party agrees that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of liability, so the above limitation or exclusion may not apply.
15. TERM; TERMINATION.
15.1. Initial Term. The term of this Agreement shall commence on the Effective Date and will continue for one (1) year (the "Initial Term") unless earlier terminated as set forth herein. Provided that You pay all required Fees, if any, when due, the Initial Term shall be automatically extended for successive one (1) year periods (each, an "Extension Term"), unless either party delivers to the other party written notice of its intention not to extend the Agreement at least thirty (30) days prior to the end of the Initial Term or the then-current Extension Term. The Initial Term, together with any Extension Term, is deemed the "Term."
15.2. Termination by Adobe for Cause. Adobe may terminate this Agreement immediately if You are in material breach of any term or condition of this Agreement.
15.3. Termination by Adobe for Convenience. Adobe may terminate this Agreement for any reason or no reason whatsoever upon fifteen (15) days' prior written notice.
15.4. Effects of Termination. Upon termination or expiration of this Agreement for any reason, (a) You shall immediately cease all use of the Service; (b) Adobe may fulfill orders from End Users for Approved Product for up to three (3) months after the effective date of expiration or termination and (c) Approved Products may be immediately removed from the Service. The termination or expiration of this Agreement does not extinguish or otherwise affect any provisions of this Agreement which by their nature survive termination or expiration including but not limited to Sections 1 (Your Agreement With Adobe), 5 (Marketing Requirements And Restrictions), 7 (Developer's Acknowledgements), 10 (Ownership), 12 (Warranties And Disclaimers), 13 (Indemnity), 14 (Limitation of Liability), 15.4 (Effects of Termination) and 16 (General).
16.1. Independent Contractors. Each party hereto is an independent contractor of the other and neither shall be deemed an employee, franchisee, agent, partner or joint venture of the other, and nothing contained herein shall be construed as creating any agency, employment relationship, franchise, partnership, principal-agent or other form of joint enterprise between the parties. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other party.
16.2. Notices. All notices and requests in connection with this Agreement shall be deemed given as of the day they are sent either by facsimile, overnight messenger delivery service, or in the United States of America mails, postage prepaid, certified or registered, return receipt requested to such address as each party may designate pursuant to this notice provision. If notice is sent to Adobe, it shall be sent to the attention of the General Counsel at 345 Park Avenue, San Jose, California 95110-2704.
16.3. Governing Law; Venue. This Agreement shall be governed by the laws of the State of California, and the parties hereby irrevocably consent to jurisdiction and venue in the state and federal courts located in Santa Clara County, California without regard to any conflicts of laws principles that would require the application of the laws of another jurisdiction. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, including, without limitation, reasonable attorneys' fees. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
16.4. Export. You acknowledge and agree that the Product 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, "Export Laws"). You represent and warrant that the Product is eligible for export under the Export Laws, and that You have received all necessary permissions from the United States government for the export of the Product. In addition, You represent and warrant that You are not a citizen of, or located in, an embargoed or otherwise restricted nation (including Iran, Syria, Sudan, Cuba, and North Korea) and that You are not otherwise prohibited under the Export Laws from using the Service.
16.5. Assignment. You shall not assign, delegate, convey or transfer, directly or indirectly, by operation of law or otherwise, this Agreement or its rights and obligations hereunder without the prior written consent of Adobe, and any attempt to do so in contravention of this Section 16.5 shall be null and void. For the avoidance of doubt, a change of control shall be deemed an assignment for the purposes of this Section 16.5 and this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of each party's respective successors and permitted assigns.
16.6. Remedies. It is understood and greed that, notwithstanding any other provisions of this Agreement, reach of the provisions of this Agreement by You may cause Adobe irreparable damage for which recovery of money damages shall be inadequate, and that Adobe shall therefore be entitled to seek timely injunctive relief to protect Adobe's rights under this Agreement in addition to seeking any and all remedies available at law. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys' fees, court costs, and other collection expenses, in addition to any other relief it may receive.
16.7. Waiver; Severability. All waivers will be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, You agree that Section 14 (Limitation of Liability) will remain in effect notwithstanding the unenforceability of any provision in Section 12 (Warranties and Disclaimers).
16.9. Release. You will not hold Adobe responsible for any damages, costs or liabilities of any kind arising out of or in connection with participation in the Service, use of the Adobe Payment Processor or Your affiliation with any End User or third party's use of Your Product, and You hereby releases Adobe, jointly and separately, from any and all such claims. If You are a California resident, You waive California Civil Code 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
16.10. English Version. The English version of this agreement will be the version used when interpreting or construing this agreement.
During the Term of the Agreement, upon receipt of payment for a Product by an End User, the Adobe Payment Processor will allocate to You 70% of Net Revenue from sales of licenses of the courses and usage rights to the Paid Products made via the Service ("Developer Revenues"). Developer Revenues are paid in U.S. Dollars. Any Developer Revenues which are paid to non-U.S. bank accounts may be subject to certain fees, including wire transfer fees and currency conversion fees ("Account Fees"). Any applicable Account Fees will be deducted from Developer Revenues by the Adobe Payment Processor. For more information on Adobe Payment Processor fees, please contact the Adobe Payment Processor.