Contract terms

TermWhat the agreement saysClauseAgreementSource
Payment termsAdobe (vendor agreement)Fees are payable per the payment terms stated in the Sales Order; all invoices are delivered electronically
NoteApplies when the customer orders directly from Adobe; for Adobe Partner orders, payment terms are agreed with the Partner
General Terms 2.1Adobe General Terms (2025v1)source [2]
Late payment interestAdobe (vendor agreement)Interest on overdue fees at the lesser of 1% per month or the maximum rate permitted by law, from the due date until paid in fullGeneral Terms 2.1Adobe General Terms (2025v1)source [2]
Termination for breachAdobe (vendor agreement)Either party may terminate (in whole or part) if a material breach is not cured within 30 days of written notice
NoteAdobe may also terminate immediately on written notice if required by law or if Customer breaches section 4.3(D)
General Terms 13.2(A)Adobe General Terms (2025v1)source [2]
SuspensionAdobe (vendor agreement)If Customer fails to pay within 15 days of a reminder notice, Adobe may terminate the Sales Order or suspend or restrict the Products and ServicesGeneral Terms 2.2Adobe General Terms (2025v1)source [2]
SuspensionAdobe (vendor agreement)Adobe may immediately suspend access to Cloud Services that cause a material security or operational risk (a Deployment Risk) until it is resolvedGeneral Terms 13.3(C)Adobe General Terms (2025v1)source [2]
Liability capAdobe (vendor agreement)Each party's aggregate liability is capped at the fees payable in the 12 months before the initial claim; for confidentiality and indemnity claims, the greater of $3,000,000 or 2x those fees
NoteIndirect and consequential damages excluded (9.1); caps do not apply to fraud, gross negligence or willful misconduct, death or bodily injury, or unpaid fees (9.3)
General Terms 9.2Adobe General Terms (2025v1)source [2]
Governing lawAdobe (vendor agreement)Governed by the laws of the State of California; exclusive jurisdiction of the courts in Santa Clara County, California
NoteAdobe retains the right to pursue claims against Customer in any other jurisdiction to enforce its rights or intellectual property
General Terms 14.2Adobe General Terms (2025v1)source [2]
Changes to the agreementAdobe (vendor agreement)The Agreement may not be modified, nor any rights under it waived, except in writing signed by both partiesGeneral Terms 14.8Adobe General Terms (2025v1)source [2]
Public-sector carve-outAdobe (vendor agreement)US Government end users receive the Products and Services as Commercial Products / Commercial Computer Software with only the rights granted to all other end users (FAR 12.212 / DFARS 227.7202)General Terms 14.16Adobe General Terms (2025v1)source [2]
True-upAdobe (vendor agreement)If verification shows use beyond the licensed quantity, Adobe invoices the additional fees, payable within 30 days of the invoice date
NoteIf use exceeds 5% of that permitted, Customer also pays Adobe's reasonable verification costs; the overage rate itself is set in the Sales Order
General Terms 11.4Adobe General Terms (2025v1)source [2]
Payment termsAdobe (vendor agreement)Customer must dispute a suspected billing error in writing within 30 days of the invoice date; undisputed amounts remain payableGeneral Terms 2.3Adobe General Terms (2025v1)source [2]
Audit rightsAdobe (vendor agreement)Adobe may verify license compliance no more than once every 12 months; if that is insufficient, an onsite audit may follow on 14 days' prior written noticeGeneral Terms 11.2-11.3Adobe General Terms (2025v1)source [2]

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Sources

Version 5, updated 15 Oct 2026 (8 days ago) JSON Report an error