Dated: JULY 20, 2022
MindManager Enterprise customers use our MindManager software (“MindManager” or “Software”) for many tasks and processes. With such continued use, the number of required licenses increases continuously for many customers. In order to accommodate this increase in business to business (“B2B”) environments, we have developed our MindManager Enterprise Program (“Program”). This Program takes into account both the simple processing of initial orders and subsequent purchases on a B2B basis at attractive prices according to volume and other requirements as set out under the below terms and benefits (“Program Terms”).
All references to “Corel”, “we”, “us” and “our” shall mean Corel Corporation, 1600 Carling Avenue, Ottawa, Ontario, K1Z 8R7, Canada under these Program Terms. Schedule A as referred to herein under these Program Terms sets out the terms and conditions which govern the provision of the support services described under Section 4 below (“Support Services”) and forms an integral part of these Program Terms. To the extent that any conflict exists between the terms of Schedule A and these Program Terms, the latter shall prevail. The Program Terms are supplementary to the MindManager Software License Terms available here (or at any successor site) and as Corel may update from time to time (“License Terms”). These License Terms govern Corel licensing of its Software to its customers. Under the License Terms, customers can currently obtain two types of licenses from Corel; a Subscription License and/or a Perpetual License. A “Subscription License” means a license to use the Software in accordance with the License Terms for a specified fixed term. A “Perpetual License” means a license limited to the then current version of the Software, to use that current version of MindManager in accordance with the License Terms for an indefinite term.
Corel reserves the right to modify, add to, change, or remove any part of this Program’s terms (“Modification(s)”) at any time, and such Modification(s) will become effective upon notice to you. Corel will notify you by email at the email address provided by you, and you consent to Corel sending such notifications of Modification(s) to these terms by delivery to your email address. All Modifications to these Program Terms will be effective after a notice is sent to your email address, and your continued enrollment in the Program will constitute your acceptance of, those Modification(s). If you do not agree to the Program Terms as amended, your sole remedy is to leave the Program. To the extent that any conflict exists between the terms of these Program Terms and the License Terms, these Program Terms shall supersede and govern.
If you have participated or are already enrolled in this Program, you must have a number of paid for licenses or services (as applicable) with the minimum thresholds set out below (“Qualified Offers”):
This document hereafter refers to Program Perpetual Licenses and Program Subscription Licenses together or separately as “Program Licenses” where the context so requires. Notwithstanding anything to the contrary in these Program Terms or Schedule A hereto, the MSA Terms and Conditions shall exclusively govern the provision of MSA Services in respect of Program Perpetual Licenses.
If you have already placed any orders for the Qualified Offers (“Qualifying Order”) at any time you would qualify to partake in this Program for the duration specified under Section 2 below (“Program Term”). Corel will process all Qualifying Orders and any information that you disclose to Corel or that relates to your users in accordance with Corel’s Privacy Statement as available at https://www.alludo.com/en/legal/privacy/ (“Privacy Statement“). All references to “users” and “end users” herein mean any natural person whom you have hired as your employee, agent or consultant. Each Program License purchased under a Qualifying Order covers one end user.
One of the advantages of this Program is the ability that enterprise customers would have to avail of the:
Customers whom we have allowed to join this Program will be able to leverage the Capabilities and apply the Discounts to all existing Licenses they may have had before joining for the duration of their Program Term.
However, to avail of the Capabilities and Discounts under this Program you must at all times maintain and meet the minimum thresholds set out above under the Qualified Offers and your Program Licenses must be processed through Corel’s licensing server.1 This means that you must be a member of the Program at all times to be able to continue using the Capabilities and receiving the Discounts. If at any point in time you no longer are a member of the Program for any reason, you would lose all the Capabilities and Discounts. The applied Discount would vary in range according to the number of Program Licenses purchased with a Qualifying Order (“Band”) subject to Section 3 below. Later purchases of Program Licenses via subsequent Qualifying Orders during a current Program Term in accordance with Section 3 would increase the total quantity of Program Subscription Licenses and MSA Services available for renewal as per Section 1 c. This increase in renewals can then lead to a new Band level for a higher Discount for the next/renewed Program Term.
The respective Discounts per Band and List Prices depend on where you maintain your primary residence. At Corel’s discretion List Prices are subject to change.
This Program is available for one year as of the date specified on your License Certificate2 for your first Qualifying Order and can automatically renew or extend in the following conditions:
During the Program Term, you can raise your Discount level if you purchase in one single new Qualifying Order the number of additional Program Licenses that matches that of the next Band level. This new Discount would apply to all subsequent Qualifying Orders during your then current Program Term. If you decide to renew your Qualified Offers at the end of your Program Term you would jump to the next Band level of Discounts (if the number of renewals matches that of the next level). For example: If your first/initial Qualifying Order was for 35 Program Perpetual Licenses with MSA which cover 35 end users, you are in Band 10-49. 6 months later during your Program Term you acquire 80 new Program Subscription Licenses to cover 80 additional end users in one single order (new Qualifying Order). Because of that new Qualifying Order, you automatically move up into the Band level 50-99 and are entitled to the Discounts in it for all subsequent Qualifying Orders you may place later during your current Program Term. At the end of that Program Term, if you place a Qualifying Order for the renewals of all 115 Qualified Offers (MSA renewals for the 35 Program Perpetual Licenses and the 80 Program Subscription Licenses) you would have the Discount of the next Band level (100+) for this renewal and subsequent orders during your renewed/next Program Term.
You cannot, however, place several separate orders each of which is for small incremental additions of Qualified Offers throughout a Program Term to accumulate Program Licenses for qualifying to the next-higher Band. Example: If your first/initial Qualifying Order was for 15 Program Subscription Licenses which cover 15 end users, you are in Band level 10-49. You then place separate Qualifying Orders with quantities of licenses for end users ranging between 5 to 10 per each order periodically every two to six weeks during your Program Term or you place just one Qualifying Order for 35 Program Licenses which cover 35 end users. You would not qualify to the next Band level 50-99 by having placed such orders for incremental increases of licenses/end users even if you managed to accumulate over 50 Qualified Offers this way before the end of your Program Term. If you, however, renew your use for all 50 Qualified Offers at the end of your Program Term you would have the Discount of the next Band level apply to such renewals and you would be in that Band level for your renewed/next Program Term.
Your continued enrolment in the Program in accordance with the terms herein will allow you to avail of the following added capabilities for MindManager under both types of Program Licenses:
If your Qualified Offers include Program Perpetual Licenses with MSA then you will receive MSA Services in respect of those Program Perpetual Licenses solely in accordance with the MSA Terms and Conditions.
If you choose to reduce your Qualified Offers by submitting a Qualifying Order for less Qualified Offers the amount of Capabilities and Discounts will decrease proportionately as the below examples show.
Example 1: If your first/initial Qualifying Order was for 50 Program Perpetual Licenses covering 50 end users with MSA, you are in Band 50-99. You then place a Qualifying Order for the renewal of the MSA terms for 30 Program Perpetual Licenses which cover 30 end users only. Because of the drop to 30 you would lose the Capabilities in respect of the remaining 20 Perpetual Licenses for your 20 end users (for which you did not renew the MSA Service) and you would drop to the Band 10-49 with the lower Discount as of your renewal. Because you did not renew the MSA for the Program Perpetual License, those Program Licenses would convert to standard Perpetual Licenses. Under those standard Perpetual Licenses covering the 20 end users for which you no longer are receiving the MSA Services, you would be relegated to using the licensed version of the Software that excludes the Capabilities and that does not have MSA.
Example 2: If your first/initial Qualifying Order was for 100 Program Subscription Licenses covering 100 end users, you are in Band 100+. Before expiry of those Program Subscription Licenses, you place a Qualifying Order for the renewal of 60 Program Subscription Licenses covering only 60 out of those 100 end users. Because of the drop to 60 end users you would lose the entitlement to use the Software under the 40 expired/non-renewed Program Subscription Licenses (along with all the Capabilities) and drop to Band 50-99 with the lower Discount. If you later place an order to renew Program Subscription Licenses for only 4 or less end users, those Program Licenses would convert to standard Subscription Licenses. Under those Subscription Licenses, you would be relegated to using the licensed version of MindManager that excludes the Capabilities.
When the Program Term ends, you can continue using your standard Perpetual License subject to the License Terms. However, you can only use your Program Subscription License to the end of its term, unless renewed or you or Corel terminate it beforehand. You can renew less than 5 Subscription Licenses for less than 5 end users only, but then the Program Term for you would end as you would be relegated to using the licensed version of MindManager as set out above. If the Program has ended and you do not place any new Qualifying Order before such expiration, you would no longer be entitled to avail of any Capability or any Discount on MindManager products in accordance with this Program. This means that for your Perpetual License you would be relegated to using the licensed version of MindManager that is without the Capabilities. Equally for your remaining Subscription Licenses which do not count as Qualified Offers you would also be relegated to using the licensed version of MindManager without the Capabilities. Please contact your reseller (i.e. an authorized reseller of Corel that is responsible for the geographic area where you are located (“Reseller”)) or a Corel sales employee, before the expiration of your Program Term to discuss what further action to take.
During the Program Term, you can downgrade to an older Software version (i.e. the Downgraded Version as defined below) as available under this Program (“Downgrade Rights”) in accordance with this Section. Kindly note however that such Downgrade Rights are not applicable to Cloud Computing (as defined below). This means that any earlier version of MindManager for which you elect to use a Program License could be inoperable with the Cloud Computing. The term “Cloud Computing” under this Program means Corel’s virtualized pool of resources, functionalities, operating features, storage, databases, networking, software, analytics, and intelligence for allowing access to and use of the Software as hosted by Corel and provided as a software-as-aservice offering via the cloud internet
After purchasing a Program License for the then-current version of Corel’s MindManager and MSA (as applicable), you may only elect to downgrade to any currently supported version of the same MindManager for Windows and Mac operating systems (“Downgraded Version”). Notwithstanding your Downgrade Rights, following the release of any new version of a MindManager, Corel may, in its sole discretion, discontinue technical support for earlier versions at any time. If, following any release of a new version, you require technical support, any other support and/or troubleshooting service, you must first upgrade to a supported version of Corel’s MindManager. Supported versions are set forth in Corel’s Product Lifecycle Policy on the MindManager Customer Support Services website (or any successor site). Failure to use the most current version of MindManager may mean that that MindManager is unable to interoperate with other Corel applications, or third-party products or services, with which Corel’s MindManager is intended to be interoperable.
If your enrolment in the Program ends then you: (a) must promptly stop using and de-install all copies of the Downgraded Versions from your devices unless you have a valid Subscription License or Perpetual License to use such versions; and (b) can operate only one of the versions of MindManager, that Corel licensed to you to use during the Program Term, for the duration of your Subscription License or Perpetual License.
During the Program Term, you will receive version upgrade rights. These rights ensure access and availability to the next releases of the Software which may include significant new features or significant enhancements to existing product functionality. These releases are made available on a product-by-product basis but are automatically installed and run on instances of Cloud Computing for the Software. The upgrades are made available on a product-by-product basis for you to use during your Program Term, but your right to upgrade expires upon expiration of your Program Term. If you elect for any reason not to use an upgrade received during your Program Term, you may continue using your then-current version. Following the release of any new version of the Software, Corel may, in its sole discretion, discontinue technical support for earlier versions at any time. If, following any release of a new version, you require technical support, any other support and/or troubleshooting service, you must first upgrade to a supported version of the Software. Supported versions are set forth in Corel’s Product Lifecycle Policy on the MindManager Customer Support Services website. Failure to use the most current version of the Software may mean that that Software is unable to interoperate with other Corel applications, or third-party products or services, with which the Software is intended to be interoperable
You can purchase Program Licenses either directly from Corel or through the Reseller. As soon as your initial Qualifying Order qualifies you for the Program, Corel or your Reseller will send you your License Certificate with an identification number i.e. a License Certificate Number (hereafter the “LCN”). The LCN is a unique number that identifies your company and enables you to purchase additional Program Licenses with your specific Discount under the Program. Whenever you place an order, please state your LCN so that Corel or your Reseller can identify you unambiguously and grant you the specific Discount according to the Band level you are in.
You are the responsible entity within your enterprise group for the Program License and MSA Service purchases for yourself and for others of your Affiliated Entities (as defined below). In order to respect your centralized software license and service purchasing process with the ability to deploy the Software under Program Licenses to your Affiliates Entities, we have implemented the following under this Program:
Corel reserves the right to amend the Program Terms at any time at its own discretion. The changes will be reflected in this overview of the Program. If significant changes are made, Corel will inform Program participants of such changes by e-mail or by a respective reference on the Program site at www.mindmanager.com. Your continued enrolment in the Program following Corel’s changes constitutes your acceptance of such changes. The Program Terms, including the terms of Schedule A herein (as revised from time to time), the Privacy Statement and MindManager Customer Support Services website (and any successor site) for the Program and supersede all prior or contemporaneous agreements or understandings, whether oral or written, including any pre-printed or standard terms and conditions set forth in a Qualifying Order. If you have signed with Corel any agreement that varies or is inconsistent with these Program Terms (including any amendment to the License Terms that governs your participation in the Program (“Variant Agreement“), these Program Terms do not apply to you as the Variant Agreement will govern your participation in the Program. If any conflict exists between any of the foregoing the order of precedence for resolving such conflict shall be as follows (1) the Program Terms first, (2) Schedule A second, (3) the Privacy Statement third, (4) the MindManager Customer Support Services website fourth and (5) a Qualifying Order fifth. The MSA Terms and Conditions shall be a read and construed separately from the Program Terms, and, shall solely apply to and govern the provision of MSA Services in respect of Program Perpetual Licenses. To the extent that any conflict exists between these Program Terms and the MSA Terms and Conditions with respect to the provision of MSA Services solely, the MSA Terms and Conditions shall prevail. To the extent that any other conflict exists between the Program Terms and the MSA Terms and Conditions, the Program Terms shall prevail. Headings used in these Program Terms are intended only for convenience and shall not affect the interpretation of these Program Terms. No failure of either party to exercise or enforce any of its rights under these Program Terms will act as a waiver of those rights. If any provision of these Program Terms is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of these Program Terms will not be affected. The parties are independent contractors. You and Corel agree that you are not agents, partners, or joint venturers, franchisee/franchisor, employee/employer, and that these Program Terms do not create any fiduciary duty or comparable relationship of trust between the parties. You agree that, except as otherwise expressly provided in these Program Terms, there shall be no third-party beneficiaries to these Program Terms.
If you are domiciled anywhere outside of the European Economic Area:
If you are domiciled inside the European Economic Area:
To help resolve any issues between us promptly and directly, you and we agree to begin any arbitration within one year after a Dispute arises; otherwise, the claim is waived. You and we also agree to arbitrate in each of our individual capacities only, not as a representative or member of a class, and each of us expressly waives any right to file a class action or seek relief on a class basis with any court, tribunal, or other judicial or quasi-judicial body.
We and you agree that the arbitrator’s decision will be final, binding and may be entered as a judgment in any court of competent jurisdiction.
These Program Terms will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
Corel may assign these Program Terms in whole or in part without restriction. In the event of a merger, acquisition, or sale of the Program by Corel or its affiliates, your continued enrolment in the Program signifies your agreement to be bound by these Prorgam Terms, the Privacy Statement, and other policies of the subsequent owner. With Corel’s prior written consent, you may assign your rights under these Program Terms to an assignee who agrees in writing to the Program Terms. Any attempt to assign these Program Terms in violation of this Section shall be void. The foregoing provisions are without prejudice to any Global Deployment rights you may have as defined under the Program Terms. Subject to the foregoing, these Program Terms will be binding upon and will inure to the benefit of the parties' permitted successors and assignees.
These Program Terms are effective as of July 20, 2022 and hereby replace and supersede all terms, documents and materials that Corel has previously published, circulated or released in any media in connection with this Program.
During the Program Term, you will receive Support Services as described under Section 4 of the Program Terms in accordance with and subject to the terms of this Schedule A. Capitalized terms which appear in this Schedule A shall have the meanings ascribed to them under the Program Terms unless otherwise indicated herein.
The Support Services you will receive under the Program do not include services for Software: (i) that you have not used according to the operating conditions specified by Corel; (ii) that you have modified by programming or other means; (iii) outside of regular customer support hours; (iv) program parts that do not belong to the original version of the Software as supplied by Corel, (v) creation and provision of software, development, training application consulting, or consulting services regarding such activities or regarding the deployment of data processing equipment; (vi) installation of products or their components or sub-programs (especially patches), including upgrades , (vii) third party products, including add-ins and integrations to the Software (in the event of a third party product issue, Corel will use commercially reasonable efforts to direct you to the originating vendor(s) for support of any third party products or add-ins, after Corel determines any issue is not related to the Software); (viii) third party services, including web services, service providers, and websites (in the event of a third party service issue, Corel will use commercially reasonable efforts to direct you to the originating service provider(s) for support of any third party web services or web sites, after Corel determines any issue is not related to the Software ; (viiii) other software or hardware and unsupported environments; (x) local and/or onsite support, programming, customization, consulting services, individual setups, above and beyond Support Services customarily provided and as set forth under the Program Terms. Provision of any support in any of the excluded circumstances, as described in this paragraph, are subject to a separate, prior, written agreement between you and Corel.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, YOU CAN RECOVER FROM COREL, ITS LICENSORS, AND ITS RESELLERS ONLY PROVEN AND UNCONTESTED DIRECT DAMAGES UP TOTHE AMOUNT YOU PAID FOR YOUR PROGRAM SUBSCRIPTION LICENSE. REFUND OF YOUR PRE-PAID BUT UNUSED PROGRAM SUBCRIPTION LICENSEFEES IS YOUR SOLE AND EXCLUSIVE REMEDY AND COREL’S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY, TERMINATIONOF SUPPORT SERVICES,OR BREACH OF THESE TERMS. YOUCANNOT RECOVER ANY OTHER DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES. This limitation applies to (i) anything related to the Program, including the Software, Support Services, or third party programs, and (ii) claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if (i) any remedy fails of its essential purpose, (ii) Corel, its licensors, and resellers knew or should have known about the possibility of the damages; or (iii) Corel, its licensors, and resellers have been advised of the possibility of such damages. Some countries and states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
SUPPORT SERVICES ARE PROVIDED “AS IS.” COREL HEREBY DISCLAIMS ALL REPRESENTATIONS ANDWARRANTIES, EXPRESS AND IMPLIED, REGARDING THE SUPPORT SERVICES, OR ANY RELATED MATERIALS, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, QUALITY, MERCHANTABILITY, ACCURACY AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify and hold Corel and its affiliates and their respective officers,directors, agents, employees, partners, independent contractors, and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your violation of the terms of this Schedule A. Notwithstanding the foregoing, you will not be required toindemnify Corel or its affiliates for damages arising solely from the negligence or willful misconduct of Corel or its affiliates.
In order to provide you with the most updated information pertaining to any Support Service, Corelmay contact you by mail, telephone, fax or e-mail to deliverspecial materials to: (i) confirm that orders have been processed; (ii) alert you about service-related issues; (iii) notify you about changes to a Support Service;, (iv) notify you when your Program Term is nearing expiration or has expired; (v) inform you of special offers; (vi) measure satisfaction with Corel’s service; and (vii) provide you with other important messages from time to time. If you do not wish to receive commercial emails (those promoting Corelsoftware and services), please email legal@corel.com requesting that your email address be removed from the Corel marketing list or simply use the unsubscribe link provided at the bottom of each commercial message. Please refer to the Privacy Statement applicable to you, in this regard.
A party is not liable for failure to perform the party's obligations (other than payment obligations) if such failure is as a result of an event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of any such event. If such event continues for more than one (1) calendar month, either party may cancel any License Terms and/or Qualifying Order with respect to services not yet performed or products not yet provided upon written notice. Each party will use reasonable efforts to mitigate the effect of any such event. If suchevent continues for more than one (1) calendar month, either party may cancel any agreement and/or Qualifying Order with respect to services not yet performed or products not yet provided upon written notice. This section does not excuse either party of its obligations to take reasonable steps tofollow its normal disaster recover procedures or your obligation to pay for any fees.
The terms of this Schedule A describe certain legal rights. You may have other rights under the laws of yourstate or country. You may also have rights with respect to the party with whom you submitted an Qualifying Order for the Support Services. The terms of this Schedule A do not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.
If you are domiciled in a Member State of the European Community, and you usually reside in such a country,then Section 12 does not apply. Instead, except as provided in this paragraph, Corel’s statutory liability for damages shall be limited as follows: (i) Corel shall be liable only up to the amount of damages as typically foreseeable at the time of entering into the Qualifying Order in respect of damages caused by a slightly negligent breach of a material contractual obligation; and (ii) Corel shall not be liable for damages caused by a slightly negligent breach of a non-material contractual obligation. The aforesaid limitation of liability shall not apply to any mandatory statutory liability, in particular, to liability caused by wrongful intent or gross negligence, to liability under the German Product Liability Act, liability for assuming a specific guarantee or liability for culpably caused personal injuries. You are required to take all reasonable measures to avoid and reduce damages.
If you are domiciled in a Member State of the European Community and you usually reside in such a country, then Section 13 does not apply. Instead, Corel warrants that the MSA will provide the support set forth in the Qualifying Order for the limited warranty period following receipt of MSA when Corel Software is used in a Supported Environment. As used in this Section, "limited warranty period" means one year for a business user. Non-substantial variation from the agreed upon support shall not be considered and does not establish any warranty rights. THIS LIMITED WARRANTY DOES NOT APPLY TO ANY SUPPORT SERVICE PROVIDED TO YOU FREE OF CHARGE, OR IN RESPECT OF ANY COREL SOFTWARE THAT HAS BEEN ALTERED BY YOU, TO THE EXTENT SUCH ALTERATIONS CAUSED THE REQUEST FOR THE SUPPORT SERVICE. To make a warranty claim, during the limited warranty period you must return, at your expense, proof of your Qualifying Order for the Program Subscription License and/or Support Services to the location where you obtained it. If the support provided is substantially less than or inferior to the agreed upon Support Services, Corel is entitled, by way of re-performance and at its own discretion, to provide additional Support Service. If this fails, you are entitled to a reduction of the purchase price (reduction) or to cancel your Program Subscription License (rescission).
1 The licensing server is Corel’s centralized software server system that assigns for each Program License, its specific key(s) and provides the same to a customer who is the holder of that Program License and is enrolled under this Program in order for that customer to activate, run and deploy MindManager on their devices.
2 A “License Certificate” means the certificate that Corel issues to you upon your purchase of a Program License that sets forth information relevant to the Program License including but not limited to: (i) activation key details for activating MindManager, (ii) your contact details, (iii) the term of your Program License, (iv) support contact information for Corel and (v) the license certificate number (“LCN”).
3 “Supported Environments” mean the environments supported by Corel for the software, currently set forth at the following link that Corel may update from time to time: http://mindmanager.com/support/product-resources/system-reqs. You may be requested to validate issues and verify that your environment is a Supported Environment. You must respond to and provide all reasonable requests for information and assistance for Corel to provide you with the support services.
4 Support calls for certain more technical problems with respect to applicable Corel products may be forwarded to an internal group within Corel for processing at Corel’s discretion. Corel reserves the right to limit the time spent by a customer support and service representative on each telephone call.