ESPS Software definition
Examples of ESPS Software in a sentence
ESPS represents that the ESPS Software delivered to Adobe shall qualify for a general export license under the Export Administration Act and that the ESPS Software shall not include encryption technology that precludes qualification for such general license.
Upon any delivery of the ESPS Software under Section 5.1, Adobe shall review, test and evaluate the ESPS Software.
ESPS shall have no obligation to provide warranty services to the extent that the Material Defect in the ESPS Software is caused by malfunction of non-ESPS hardware or software, by modification of the ESPS Software not made by ESPS, by operator error, or by use of the ESPS Software that is not in accordance with the operating instructions for the ESPS Software.
During the term of this Agreement and for a period of three (3) years after the termination of this Agreement, at Adobe's request, ESPS shall provide to Adobe: (i) Level III Support for the ESPS Software as third level assistance for the maintenance that Adobe provides directly to its customers; and (ii) any updates to the ESPS Software necessary for Adobe to provide Support Services to its customers.
Adobe hereby recognizes that ESPS retains all Intellectual Property Rights in the ESPS Software, ESPS Documentation and the Confidential Information received by Adobe from ESPS, including without limitation, all corrections and modifications to the ESPS Software and ESPS Documentation, if any, developed by ESPS or Adobe; provided, that ESPS grants to Adobe a perpetual, royalty free, unrestricted license to corrections or modifications made by Adobe.
Except as provided in Section 2.7, Adobe shall not attempt to decompile, disassemble, reverse engineer or use any other process to gain access to the Source Code of the ESPS Software.
ESPS will defend, at its expense, any action brought against Adobe to the extent that it is based on a claim that the use of the ESPS Software, ESPS Documentation or ESPS' Marks by Adobe in accordance with this Agreement infringes any copyright, trademark, or United States patent, and ESPS will indemnify Adobe from any costs, damages and fees incurred by Adobe from such action.
Upon Adobe's request, ESPS, at its own expense, shall provide Adobe with a reasonable amount of technical assistance to support Adobe's localization efforts under Section 4.6 including without limitation any modifications to the Source Code for the ESPS Software necessary to complete the localization and to make the ESPS Software compatible with localized versions of the application software programs set forth in Schedule A.
ESPS and Adobe each shall certify that they shall not directly or indirectly, export, reexport or transship the ESPS Software or any parts or copies thereof in such a manner as to violate such laws and regulations in effect from time to time.
Adobe shall represent the ESPS Software accurately and fairly and shall avoid any misleading or unethical business practices.