Adobe entered into an agreement with the Academy of Art University (“ArtU”)—the customer—on August 26, 2011, that permitted Academy of Art University to distribute Adobe Creative Suite (CS) software to students, faculty and staff. The licensing agreement was for use of Creative Suite as an educational tool in an educational context. That agreement included licenses to Creative Suite for ArtU students during the period of their enrollment.
Adobe and Academy of Art University have amended the 2011 agreement twice, once to permit migration to newer software marketed under the name “Creative Cloud”, and once to permit Academy of Art University to purchase temporary extensions of the term licenses granted to students (and to extend those term licenses to former students). (Academy of Art University is referred to in this agreement as “Customer”.)
The agreement was for term licenses, and not for perpetual licenses. The contract states, “Upon expiration of the Schedule Term, the License grants for the Products shall automatically expire unless the parties agree in writing to an extension or conversion to perpetual Licenses.”
“Notwithstanding anything in a EULA or other document to the contrary, Customer shall not have any perpetual Licenses to the Products. Upon the expiration or termination of the License Term, some or all of the Software may cease to operate without prior notice. Upon expiration or termination of the License Term, Customer may not use the Software unless Customer has renewed the license.”
The Adobe End User License Agreement (“EULA”) included the following language:
Customer may have another written agreement directly with Adobe (e.g., a volume license agreement) that supplements or supersedes all or portions of this agreement. The Software is licensed, not sold, only in accordance with the terms of this agreement.
Academy of Art University provided the Creative Suite licenses for students with no designated fee or cost, or tuition increase.
Academy of Art University and Adobe have offered an extension of use of CS6 licenses until December 31, 2015, at no cost to alumni. Adobe has also extended a discount on the current Creative Cloud subscription for alumni affected, available until December 31, 2015. Adobe and Academy of Art University hope that these options will be a benefit to alumni who have an interest in the product.
