Adobe Technology Partner Program
App Assurance Terms and Conditions

Applicant must have an active Technology Partner Program Agreement (or applicable legacy TPP agreement) executed with Adobe (Applicant’s “TPP Agreement”) and must be and remain at all times a TPP member in good standing in order to participate in the Program and make use of the Assurance Marks provided hereunder. Capitalized terms used but not defined herein, will have the respective meanings given in the TPP Agreement. Applicant’s participation in the Program may be subject to fee(s) as detailed on the Partner Portal, or on a per-Application basis as determined solely by Adobe and agreed to by Applicant in a separate agreement referencing these Terms (“Sales Order”).

“Administrator” means an Adobe TPP assurance manager (or designee) identified by Adobe.

“Assurance Mark” or “Assurance Marks” means the App Assurance program marks licensed hereunder (and such variations thereof and additions thereto that Adobe may adopt).

“Compliance Requirements” means the information and other requirements identified in https://adobeexchangeec.zendesk.com/hc/en-us/articles/360039198931 (or successor URL), as may be amended from time to time by Adobe.

“Application” means a Developer Product as defined in the TPP Agreement.

“Confidential Information” has the meaning defined in the TPP Agreement.

“App Review Process” means the process set forth in https://adobeexchangeec.zendesk.com/hc/en-us/articles/360039198931 (or successor URL), as may be amended from time to time by Adobe.

“Refresh” means to resubmit an Application to the Administrator for testing to determine whether the Application meets the then existing Compliance Requirements.

“Subsidiary” or “Subsidiaries” means the union of the Applicant and all other entities that are controlled by the Applicant. For the purposes of this definition, “control” means (a) the power, direct or indirect, to cause the direction or management of such entity; whether by contract or otherwise; or (b) ownership of fifty percent (50%) or more of the outstanding shares; or (c) beneficial ownership of such entity.

“Third-Party Software Solution” means a software application or service with which the Approved App interoperates.

“Approved App” means an Application submitted by Applicant that has met or exceeded the Compliance Requirements in effect at the time of review.

Pursuant to these Terms, Adobe makes available to Applicant the App Review Process, wherein once an Application submitted by Applicant to Adobe is confirmed as meeting certain Compliance Requirements, Applicant may, subject to these Terms, make use of the Assurance Marks in connection with promoting the Application. In cases where the Application does not meet the Compliance Requirements, Adobe will inform Applicant of the failure of the Application to meet these Compliance Requirements. From such notice, Applicant will have thirty (30) days to meet the Compliance Requirements. Applicant may be asked to periodically resubmit an Approved App at Adobe’s sole discretion. Failure to submit an Approved App for Refresh shall result in the termination of the Assurance Mark licenses provided under these Terms.

1. Assurance Marks. Effective upon confirmation by the Administrator that Applicant’s Application is an Approved App, Adobe grants to Applicant a world-wide, royalty-free, fully-paid, terminable, non-exclusive, license to use the Assurance Marks only on and in connection with such Application that: (i) has been verified by the Administrator as meeting the Compliance Requirements, and (ii) thereafter maintains such compliance (including, without limitation, meeting the then existing Compliance Requirements) on an ongoing basis in accordance with these Terms.
2. Sublicenses. The licenses granted herein by Adobe are also granted to Applicant’s Subsidiaries. Each Subsidiary so licensed will be bound by these Terms as if it were named herein in the place of the Applicant. The effective date of such licenses will be the date on which the conditions for the applicable license are satisfied, as stated in these Terms, or the date, on which the Subsidiary became a Subsidiary, whichever is later. No license may be broader in any respect at any time during the term of these Terms than the license held at that time by Applicant. Such licenses to a Subsidiary will terminate on the date such Subsidiary ceases to be a Subsidiary of Applicant or Applicant’s license terminates. 
3. Acknowledgment of Rights. Applicant recognizes Adobe’s exclusive rights in the Assurance Marks including the substantial goodwill associated therewith and that all uses of the Assurance Marks will inure solely to the benefit of Adobe. Applicant will at no time question the validity of Adobe’s exclusive rights in the Assurance Marks. Applicant will not at any time during or after the term of these Terms, either directly or indirectly, use or apply to register any trademark or other name, symbol or word that is visually or phonetically similar to or having similar meaning or connotation to any Assurance Marks, or apply to register any external appearance design patent incorporating any Assurance Marks or trademarks similar thereto.

• Conduct. Applicant will not engage in conduct that disparages Adobe’s reputation in a manner that is likely to materially prejudice the legal protection and/or validity of the Assurance Marks, that is materially detrimental or injurious to the preservation or promotion of the quality of the App, or that materially endangers Adobe’s ownership of the Assurance Marks.
• Assistance. Applicant agrees to provide to Adobe all reasonable assistance at Adobe’s expense in establishing and maintaining Adobe’s right to the Assurance Marks, and in protecting the Assurance Marks. Such activities shall include, but not be limited to, maintenance of records with respect to Applicant’s use of the Assurance Marks and assistance with trademark registrations. Applicant further agrees not to take any action, or cause others to take any action, which may impair Adobe’s exclusive rights in the Assurance Marks.

• Standards. Applicant will satisfy the Compliance Requirements prior to using the Assurance Marks and during continued use of the Assurance Marks. Applicant acknowledges that Adobe may from time to time modify or improve the Compliance Requirements in order to preserve the identity and value of the Assurance Marks and Applicant agrees to meet such modified or improved Compliance Requirements (or submit for Refresh) within sixty (60) days of receiving notice from Adobe.
  
• Random Tests. Applicant will permit Adobe (or an agent of Adobe) to conduct reasonable random tests related to the Application as provided in the Compliance Requirements or as part of Refresh. Applicant will fully cooperate with Adobe or its agent in performing such random tests. Any material deficiencies identified in such random tests will be communicated to Applicant in writing and Applicant will promptly remedy such deficiencies.

• Trademark Usage. Applicant will use the Assurance Marks only in the form and manner and with appropriate legends as provided in such trademark guides that Adobe may promulgate and from time to time modify (the “Trademark Usage Guidelines”) (see e.g., https://www.adobe.com/legal/permissions/trademarks.html).
• Changes. Adobe reserves the right to: (a) change the appearance and/or style of the Assurance Marks; (b) add marks to the list of Assurance Marks; (c) delete marks from the Assurance Marks; and (d) revise the Trademark Usage Guidelines. If, as a result of any such change, Applicant’s use of the Assurance Marks no longer complies with these Terms, Applicant will act diligently to phase out use of the non-complying version(s) of the Assurance Marks upon reasonable notice to Applicant.
• Law Compliance. Applicant will ensure that the packaging, labels, advertising and promotional materials bearing Assurance Marks developed by Applicant comply with all applicable federal, state and local regulations.

Applicant grants to Adobe a world-wide, fully-paid, non-exclusive, royalty free license, under Applicant’s intellectual property rights, to use the Application provided by Applicant for the purpose of applying the App Review Process to the Application, or to sublicense this right. For avoidance of doubt, the right of sublicense provided herein under shall be limited to the licensing of consultants, agents, or other third parties retained by Adobe for the exclusive purpose of applying the App Review Process to the Application. Any license granted by Adobe pursuant to this Section shall not exceed this exclusive purpose.

• Disclaimer. Applicant expressly acknowledges and agrees that, other than the rights and licenses granted under these Terms, it does not hereby acquire and has no right or claim to any other rights in, or the use of, other trademarks or service marks owned, used or adopted by Adobe. Nothing herein will be deemed, intended, or implied to constitute a sale or assignment of Assurance Marks to Applicant and no rights are conveyed hereunder to Applicant except the right to use the Assurance Marks under these Terms. Applicant has no right to apply for registration of any of the Assurance Marks in any jurisdiction.
• Remedies. The interests of Adobe in the Assurance Marks are special and unique, and Adobe accordingly may obtain injunctive and other equitable relief to enjoin a misuse of the Assurance Marks. 
• Other Products and Services. Applicant may not use any of the Assurance Marks in connection with any products or services, under its own label or under the label of any other company, other than an Approved App.

Information provided to Applicant in connection with the Program and results of the App Review Process (each, “Program Information”) are Confidential Information of Adobe. 

Applicant and its Subsidiaries will treat all Confidential Information with at least the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care. 

Notwithstanding the foregoing, Applicant may disclose Program Information to other third parties only if such third parties agree to receive such information under an appropriate confidential disclosure agreement which provides that the third party may use the Program Information only for the limited purposes of:

1. designing and authoring an Application to be verified under these Terms;
2. evaluating the possibility of purchasing an Application from Applicant;
3. lawful collaborations on and preparations for dialogue with Adobe concerning Applications and related matters. Applicant and its Subsidiaries will not use Confidential Information in any manner that is otherwise prohibited by these Terms.

• Term
  • For Applications submitted to the Program pursuant to a TPP Program Benefit (e.g., a Premier Level Benefit), these Terms will commence as of the start date of Applicant’s corresponding TPP Paid Membership and continue for the duration thereof including any renewals.
  • For Applications submitted to the Program other than under subsection (i) above, these Terms will commence as of the corresponding service start date of the Benefit on the Partner Portal (or Sales Order License Term Start Date, as applicable), and continue for the license term indicated therein.
  • Notwithstanding subsections (i) and (ii) above, Adobe may terminate these Terms and end Applicant’s participation in the Program at will, without any cause, upon ninety (90) days’ advance written notice.
• Breach. These Terms may be terminated by a non-breaching party for any material breach of these Terms on thirty (30) days’ written notice identifying such breach to the breaching party. The breaching party will be entitled to cure any such breach within thirty (30) days after the date upon which the notice was sent. If, at the end of the thirty (30) day cure period such breach has not been cured, then the non-breaching party may notify the breaching party that the breach has not been cured and upon such notice of failure to cure the breach, these Terms will terminate. In addition to these rights of termination, the non-breaching party may, in the event of an uncured breach by the breaching party, avail themselves of all remedies or causes of action, in law or equity, for damages as a result of such breach.
• Survival. Any terms of these Terms which by their nature or expressly extend beyond their expiration or termination hereof will remain in effect until fulfilled and will bind the parties and their legal representatives, successors, heirs, and assigns.
• Effect of Termination. Upon termination of these Terms for any reason:
  • All rights and licenses granted to the Applicant by Adobe under these Terms will automatically terminate; 
  • Applicant will cease using the Assurance Marks pursuant to these Terms; and
  • Applicant will promptly cease using, and return to Adobe or certify destruction of, all copies of the Confidential Information in its possession, custody, or control.
• No Liability Arising From Termination. No party will incur any liability whatsoever for any damage, loss, or expenses of any kind suffered or incurred by the other (or for any compensation to the other) arising from or incident to any termination of these Terms by such party which complies with Section 10 of these Terms whether or not such party is aware of any such damage, loss, or expenses.
• Remedies. Termination is not the sole remedy under these Terms and, whether or not termination is effected; all other remedies will remain available.

• Adobe Represetations. Adobe has the full right and power to grant the licenses granted herein, and there are no outstanding agreements, assignments, or encumbrances inconsistent with the provisions of said licenses or with any other provisions of these Terms.
• Application Representation. Applicant warrants and represents that it has the right to grant the licenses in Section 8 as provided and on the terms and conditions set forth in these Terms.
• Disclaimer. OTHER THAN THOSE SET FORTH ABOVE, ADOBE MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ASSURANCE MARKS, THE CONFIDENTIAL INFORMATION OR OTHER SUBJECT MATTER OF THESE TERMS, EACH OF WHICH IS PROVIDED “AS IS,” AND HEREBY DISCLAIMS ALL OTHER IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. ADDITIONALLY, ADOBE SHALL HAVE NO LIABILITY FOR DATA LOSS, DATA BREACH, OR CORRUPTION OF/DAMAGE TO APPLICANT COMPUTER SYSTEMS OCCURING DURING THE COURSE OF CONDUCTING THE APP REVIEW PROCESS.
• Other Licenses. NOTHING IN THESE TERMS GRANTS TO APPLICANT A LICENSE UNDER ANY PATENTS, COPYRIGHTS, TRADE SECRETS, OR OTHERWISE, OWNED BY ADOBE. NOTHING IN THESE TERMS IS INTENDED TO GIVE APPLICANT ANY ASSURANCE, WARRANTY, OR REPRESENTATION, EXPRESS OR IMPLIED, THAT APPLICANT WILL NOT REQUIRE A LICENSE UNDER OTHER INTELLECTUAL PROPERTY RIGHTS OWNED BY ADOBE OR THIRD PARTIES TO MAKE, HAVE MADE, SELL OR IMPORT APPS. ADOBE MAKES NO REPRESENTATION OR WARRANTY AND ASSUME NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO ANY INFRINGEMENT OF PATENTS, TRADE SECRETS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES BY APPLICANT’S USE OF THE CONFIDENTIAL INFORMATION.
• Consequential Damages. NO PARTY, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, WILL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS AND COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS) WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS.
• Limitation of Liability. EXCEPT FOR THE INDEMNITY OBLIGATIONS UNDER SECTION 13 OR A BREACH OF THE OBLIGATIONS IN SECTION 4, A PARTYS’ TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED TEN-THOUSAND DOLLARS ($10,000 USD).

• Third Party Claims - Adobe. In the event Applicant is the subject to a suit, action, or proceeding based upon a claim of infringement due to Applicant’s use (as permitted hereunder) of the Assurance Marks, and as a result experiences a loss, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) (collectively “Applicant Damages”) Adobe will indemnify Applicant for such Applicant Damages provided that Applicant:
  • Promptly gives written notice of the claim to Adobe; 
  • Gives Adobe sole control of the defense and settlement of the claim (provided that Adobe may not settle any claim unless it unconditionally releases the indemnified party of all liability); and 
  • Provides Adobe, at Adobe’s costs, all reasonable assistance.
• Third-Party Claims - Applicant. In the event Adobe is the subject to a suit, action, or proceeding and as a result experiences a loss, damages, liabilities, costs or expenses (including reasonable attorneys’ fees) (collectively “Adobe Damages”) Applicant shall indemnify, defend and hold Adobe harmless from any such Adobe Damages to the extent they arise from:
  • Any licensed use (see Section 8) of the Application by Adobe in connection with these Terms; 
  • A third party alleging that the Application, or any data provided via the Application, infringes this third party’s intellectual property rights; 
  • A representation made by the Applicant to such third party regarding the Application; 
  • A third party’s use of the Application; or 
  • The Applicant’s breach of these Terms. Applicant will indemnify Adobe for such Adobe Damages provided that Adobe:
    • promptly gives written notice of the claim to Applicant; 
    • gives Applicant sole control of the defense and settlement of the claim (provided that Applicant may not settle any claim unless it unconditionally releases Adobe of all liability); and 
    • provides Adobe, at Applicant’s costs, all reasonable assistance.
• Third Party Challenges. Applicant will, upon obtaining knowledge of any infringement or threatening infringement of Adobe’s rights to any of the Assurance Marks, immediately notify Adobe thereof, with all relevant details and documents. Adobe may, at their own discretion and cost, prosecute or otherwise prevent such actual or threatening infringement in the name of both Adobe and Applicant or either of them, and in each case, Applicant will render all reasonable and appropriate assistance requested by Adobe. All amounts received by Adobe in connection any action taken against such infringement pursuant to this Section will be the property of Adobe.

• Assignment. Neither these Terms, nor any rights or obligations hereunder, shall be assignable or otherwise transferable without the prior consent of Adobe any attempt to do so will be void. Adobe may assign these Terms at its discretion, without notice, and without requiring prior consent.
• Infringment. Adobe is not obligated hereunder to institute any action or suit against third parties for infringement of any Assurance Marks or to defend any action or suit brought by third party which challenges or concerns the validity of any Assurance Marks. In addition, Applicant will not have any right to institute any action or suit against third parties for infringement of any Assurance Marks.
• Disclaimer. It is understood by the Parties that the performance of any acts or activities hereunder will not constitute a guarantee or assurance that the parties will procure, announce, or otherwise offer for lease or sale a product which contains or utilizes the Approved App. The Parties understand that there are no oral or written collateral promises, representations, agreements, or understandings, except as provided herein, and each party warrants that there were no inducements, express or implied, relied upon as a condition of entry into these Terms. 
• Exports. Applicant will comply with all applicable United States and foreign export laws and regulations. 
• Employee Rights. Applicant has or will obtain appropriate agreements with its employees sufficient to enable the Applicant to comply with all the provisions of these Terms. 
• Severability. If any section of these Terms is found by competent authority to be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such section in every other respect and the remainder of these Terms will continue in effect so long as the agreement still expresses the intent of the Parties. If the intent of the Parties cannot be preserved, these Terms will be either renegotiated or terminated.
• Headings. The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of these Terms. 
• Integration. These Terms, including the Compliance Requirements, embody the entire understanding of the parties and replaces any prior oral or written communication between them with respect to its subject matter. These Terms will not affect or alter any other agreements previously entered into between the Parties except where expressly provided.
• THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS.