Creative Cloud Agreement

CREATIVE CLOUD AGREEMENT

This Creative Cloud Agreement (the Agreement) is entered into by and between:

Effective Date:

WHEREAS

WHEREAS, Client desires to obtain access to Provider's cloud-based creative software, services, storage, and associated professional services (collectively, Services) to create, store, and manage creative assets; and

WHEREAS, Provider has the technical capability and the necessary rights to provide such Services and is willing to provide the Services to Client under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Provider will deliver the Services described below, including software access, cloud storage, collaboration tools, and any professional services expressly ordered by Client. Specific deliverables, milestones, and acceptance criteria are set forth in the Scope of Work.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the Services. All amounts are due in U.S. dollars unless otherwise agreed in writing.

Unless otherwise agreed in writing, charges for additional usage, overages, third‑party licenses, and applicable taxes are the responsibility of Client. Provider shall invoice according to the Billing Schedule, and Client shall pay invoices within the period stated on the invoice.

TERM AND TERMINATION

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date specified below or until terminated pursuant to the terms herein.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Termination does not relieve Client of its obligation to pay for Services performed and costs incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (i) maintain the confidentiality of the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Confidentiality obligations will survive termination of this Agreement for years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed, Client retains ownership of Client Materials delivered to Provider. Provider grants Client a non‑exclusive, non‑transferable license to use Provider‑supplied software and tools solely for Client's internal business purposes during the Term. Any third‑party software or components are subject to their respective license terms. Provider retains ownership of its preexisting tools, methodologies, and general know‑how.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, statements of work, and accepted orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether written or oral. No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the contact information provided below or to such other address as a party may designate in writing.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. If any provision is held invalid, the remaining provisions remain in full force and effect. The parties are independent contractors and nothing herein establishes a partnership, joint venture, or agency relationship.

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