END USER LICENSE AGREEMENT
Dated: January 2021
These license terms are an agreement between You and Corel Corporation, 1600 Carling Avenue, Ottawa, Ontario, K1Z 8R7, Canada (“Corel”, “Us”, “We”, or “Our”). They apply to the software that accompanies these license terms, which includes the media on which You received it, including but not limited to the MindManager Windows desktop software version 21 or greater, and, the MindManager Mac desktop software version 13.2 or greater (collectively, the “Software”). The terms also apply to any Corel updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items. If so, those terms apply.
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE COPYING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE, INCLUDING COREL’S SOFTWARE AS A SERVICE OFFERINGS, ACCOMPANIED BY THIS AGREEMENT.
BY CLICKING ON THE “ACCEPT” BUTTON OR SIMILAR BUTTONS OR LINKS AS MAY BE DESIGNATED BY COREL, BY DOWNLOADING, INSTALLING, ACCESSING OR USING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS OF THIS MINDMANAGER END USER LICENSE AGREEMENT ("EULA"). IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR EDUCATIONAL INSTITUTION, OR AN AGENCY, INSTRUMENTALITY, OR DEPARTMENT OF A GOVERNMENT (THE CUSTOMER) AS ITS AUTHORIZED LEGAL REPRESENTATIVE, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND REFERENCES TO “YOU” HEREIN REFER TO BOTH YOU, AND THE CUSTOMER ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT. CUSTOMER’S AND YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT IS A PRECONDITION TO CUSTOMER’S USE OF THE SOFTWARE. "YOU" THEREFORE MEANS THE NATURAL PERSON OR THE ENTITY THAT IS AGREEING TO BE BOUND BY THIS EULA.
THE SOFTWARE IS LICENSED, NOT SOLD. BY COPYING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. BY CLICKING "ACCEPT", YOU ARE SIGNIFYING THAT YOU ARE THE AUTHORIZED SIGNATORY OF CUSTOMER AND HAVE THE AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT.
YOU SHALL BE LIABLE FOR ANY FAILURE BY ANY USERS (AS DEFINED BELOW) TO COMPLY WITH THIS EULA. IF YOU COMPLY WITH THIS EULA, YOU HAVE THE RIGHTS BELOW FOR EACH LICENSE YOU ACQUIRE. UPON CLICKING THE ACCEPT BUTTON, YOU WILL BE ABLE TO USE THE SOFTWARE ACCORDING TO THE TERMS HEREIN. IF YOU DO NOT AGREE TO ANY TERMS OF THIS AGREEMENT, THEN YOU MUST CLICK THE "DECLINE" BUTTON, TERMINATE THE DOWNLOAD AND/OR INSTALLATION PROCESS (IF APPLICABLE), IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE, AND DELETE ANY COPIES YOU MAY HAVE. BY CLICKING THE "DECLINE" BUTTON, YOU UNDERSTAND THAT YOU WILL NOT BE ABLE TO DOWNLOAD OR USE THE SOFTWARE IN ANYWAY, SHAPE OR FORM.
Corel reserves the right to modify, add to, change, or remove (“Modification(s)”) any part of this EULA at any time, and such Modification(s) will become effective upon notice to You. Corel will notify You by posting notice of the Modification(s) on Corel’s website http://www.mindmanager.com, and/or by notifying You by email at the email address provided by You in the Ordering Document (as defined below), and You consent to Corel sending such notifications of Modification(s) to this EULA by posting notice on Corel’s website http://www.mindmanager.com, or delivery to Your email address. Except as outlined above, all Modifications to this EULA will be effective when posted (or after a notice is sent to Your email address), and Your continued use of the Software after the sending of such notice will constitute Your acceptance of, and Your agreement to be bound by, those Modification(s). It is your responsibility to regularly check Corel’s website http://www.mindmanager.com for any Modifications. You confirm that Corel can rely on Your email address set forth in the Ordering Document or the email You provide at the time of Your installation of the Software or Your registration of a SaaS Offering account (“Your Email”) to send you any written notices under this Agreement, and, that Corel may correctly assume that You have received such notices at Your Email. Should You wish to change Your Email at any time, You must: (a) notify Corel in writing of such change, quoting Your complete name, billing address and Software account details, and, (b) allow up to seven (7) calendar days for such change to take effect. If You do not agree to (or cannot comply with) this EULA, Your sole remedy is to stop using the Software.
For the purposes of this EULA:
Administrator means Your designated information technology officer with the technical expertise, know-how, abilities and responsibilities for installing, running and deploying the Software in accordance with the Documentation, creating User Credentials and controlling Users’ use of the User Credentials and access to the Software and the SaaS Offering.
Alternative Licensing Model, as used herein, shall mean any other grant of rights for installation and use including, but not limited to, an unrestricted site license, a site license with maximum user cap, or device license as set forth in an Ordering Document.
Analytics Data means as defined in Section 13.h.
Cloud Operating Features means Corel’s virtualized pool of resources, functionalities, operating features, storage, databases, networking, software, analytics, and intelligence deliverable over the internet for its SaaS Offering, including but not limited to the following tools and applications, MindManager Publishing, MindManager Snap, MindManager Co-editing, MindManager Zapier Service, MindManager User Account Management, the MindManager Go Mobile App and MindManager for Teams.
Documentation means documentation that is generally provided to You by Corel for the Software, as revised by Corel from time to time, and which may include end user manuals, operation instructions, installation guides, release notes, and on-line help files regarding the use of the Software. You may use and copy, for reference purposes only, the Documentation accompanying the Software in connection with permitted uses of the Software.
License Term means a Subscription Term or Perpetual Term.
MindManager for Teams means the Software’s interface with and availability on the cloud through the latest edition of the Microsoft Teams Application.
MindManager Go Mobile App means the Software’s mobile smart phone and tablet application and functionalities which Corel makes available via the cloud.
MSA means the MindManager Software Assurance and Support details of which are described at www.mindmanager.com/msa-guide and the legal terms related to MSA services are set forth at www.mindmanager.com/msa-terms (“MSA Terms and Conditions”) and are hereby incorporated by reference.
Non-Personal Data means anonymous information that You provide to Corel or that Corel obtains about You, Your organization or the Users pursuant to this EULA, including information and data about any computer or other device (such as but not limited to device identifiers, device models, operating systems and versions) that: (i) You or a User uses to access and use the Software, statistical data about Your and/or a User’s actions and patterns, including how You and Users use the Software with Your/their devices and networks, (ii) does not identify any individual, is not directly associated with nor identifiable of any specific individual or User, (iii) may include unique device identifiers, geographic area, time zone and other information that remains anonymous but nonetheless relevant to Your and the Users’ activities when using a Software Installation or SaaS Offering.
Ordering Document means a document (such as purchase confirmations, product certificates, negotiated contracts) provided by or entered into by and between You and Corel or an authorized channel distributor or reseller of the Software, which states what versions of the Software are being purchased, the number of Users, the fees and payment terms, and any additional terms and conditions regarding installation and use of the Software which may amend or modify the terms set forth herein; any varying or additional terms set forth in a purchase order or other written notification or document issued by You shall have no effect regardless of whether or not such purchase order or other document constitutes the Ordering Document for the Software.
Perpetual Term means the default period for determining the License Term if no Subscription Term is set forth in the applicable Ordering Document.
Personal Data means as defined in Section 13.f.
Product Upgrades, Product Updates, and Patches are defined in the Corel Product Releases and Maintenance Policy: www.mindmanager.com/en/support/product-releases-and-maintenance-policy.
SaaS Offering means the access to and use of the Software and Documentation as hosted by Corel and provided as a software-as-a-service offering via the cloud internet.
Software Installations means as defined in Section 1.b.
Subscription Term means the period commencing upon delivery by Corel to You of the Software, unless a different commencement date is agreed and defined in the applicable Ordering Document, and continuing until expiration of the subscription term set forth in the applicable Ordering Document.
Supported Environment means the environments supported by Corel for the Software, currently set forth at www.mindmanager.com/support/product-resources/system-reqs.
UPP means the Upgrade Protection Plan legal terms related to UPP services set forth at www.mindmanager.com/upp-terms (“UPP Terms and Conditions”), hereby incorporated by reference.
User means a named employee, third party contractor or other individual authorized by You to use the Software for the License Term; or subsequent named User(s), if any, pursuant to Section 1.d.
User Credentials means the access and use privileges which You or Your Administrator create for the Users to access and use the Documentation, the Software Installation and/or the SaaS Offering in accordance with this EULA but which explicitly exclude any Personal Data.
1. LICENSE GRANT AND USE RIGHTS FOR THE SOFTWARE.
a. License Grant. The Software is licensed, not sold to You. Corel reserves all rights not granted to You. If You are resident or domiciled in a state outside the European Economic Area (consisting of the member states of the European Union (EU) as well as Iceland, Liechtenstein, and Norway) (EEA), You must lawfully acquire the Software from Corel, Corel’s authorized resellers or any third party holding the prerequisite rights to sublicense the Software to You, otherwise You don't have a right to use the Software. For the avoidance of doubt, You may only purchase and/or download the Software from Corel or its authorized reseller's store, eStore, or website that is located in the country in which You hold legal residency. Subject to this EULA and payment of the applicable license fees Corel hereby grants each User a non- exclusive, non-transferable license, (except as set forth in Section 13.k and Section 14.c below), without rights to sublicense, to use the object code of the licensed Software as described in the Documentation in a Supported Environment for the License Term. The licenses granted to You in this EULA will vary based on the particular Software product that You have chosen and the type of license You have obtained as further set out in the following subsections.
b. Installation of Software. Unless an Alternative Licensing Model is provided for in the Ordering Document, these license terms under this Section 1.b. permit, subject to the conditions specified herein, for each and every license granted pursuant to this EULA, the installation and use of the Software by a specified number of Users on multiple desktop and laptop computers (including operating instances and servers) and/or the running of the Software from Corel authorized online sources via browser enabled installations as set out in the Ordering Document (“Software Installations”) for such Users’ sole use for the License Term. Each license therefore can include multiple Users, however, You may not exceed the number of Users and their User Credentials so specified in the Ordering Document during the License Term. Except as set out in the following provision, You shall ensure that no User may, use a Software Installation on two or more computers simultaneously at any given time. You acknowledge that should any of Your Users attempt to use their User Credentials to log on to and use a Software Installation on two or more computers simultaneously, the Software may automatically log the User(s) out of all Software Installations in excess of one.
c. Software as a Service. You must have purchased an MSA or UPP, or, purchased specific Subscription Terms for the SaaS Offering in Your Ordering Document, and agreed to the Accounts & Services Terms and Conditions available at the following link www.mindmanager.com/en/company/legal (“T&Cs”) and hereby incorporated herein by reference to them in this EULA, to be able to exercise the license under the terms of this Section 1.c. To the extent that any of the provisions of this EULA are inconsistent or conflict with those of the T&C’s, the T&C’s shall govern and supersede the provisions of this EULA solely in respect of the SaaS Offering. If You have purchased a license to use the SaaS Offering through any of the foregoing means, then subject to Your full and ongoing compliance with this EULA and the T&Cs, Corel grants You, during the Term, a limited, non-exclusive, nontransferable (except as set forth in Section 13.k and Section 14.c below), non-sublicensable, revocable license to access and use the SaaS Offering solely for the number of Users You have specified in the Ordering Document and solely in accordance with the Documentation. Your purchase of a license for the SaaS Offering in accordance with this EULA allows You and Users to access and use the Cloud Operating Features. You agree to register a SaaS Offering account with Corel in accordance with the specifications set out in the Ordering Document, those of the Supported Environment, and in compliance with the T&Cs to gain access to and use the SaaS Offering. Each User so assigned User Credentials shall be able to use the SaaS Offering and its Cloud Operating Features. Without prejudice to the foregoing limitation on simultaneous use under Section 1.b, a User may utilize their User Credential for the SaaS Offering through MindManager for Teams AND the MindManager Go Mobile App simultaneously when using their User Credential for a Software Installation under Section 1.b. A User may use their User Credential for the SaaS Offering to access and use the MindManager Go Mobile App on up to and no more than two smart phones and/or tablets simultaneously at any time (in addition to when using their User Credential for a Software Installation). A User may also use their User Credential for the SaaS Offering to access and use the MindManager Go Mobile App simultaneously from no more than two smart phones and/or tablets. You shall, and shall ensure that Your Administrator shall, at all times, protect Your SaaS Offering account details and password, the devices Users use to access, that are accessed by, or that are used through the SaaS Offering and SaaS Offering account, from all unauthorized use. You shall be solely responsible for creating backup files of all data accessed by or used through the SaaS Offering and You further agree that Corel is not liable for any damages relating to lost, corrupted, or damaged data. Your use of the Software as a Service shall be subject to the following restrictions and limitations (in addition to and not in lieu of the additional restrictions and limitations set out under this EULA as applicable). You agree not to:
- use the SaaS Offering in a way that violates any applicable laws or regulations;
- distribute viruses or other harmful or malicious computer code via the SaaS Offering;
- engage in any conduct that disrupts or impedes the SaaS Offering;
- engage in "screen scraping", "database scraping", "data mining", or any other activity with the purpose of obtaining lists of users or other information from the SaaS Offering or that uses web “bots” or similar data gathering or extraction methods; or
- use the SaaS Offering for purposes for which it not designed/intended, e.g. sending unsolicited advertisements (SPAM)
Corel can suspend Your access to the SaaS Offering if, in its sole discretion, Corel believes:
- there is risk to the security or privacy of Your account (or to the security or privacy of another customer's account);
- there is a threat to the security or integrity of Corel’s network or the SaaS Offering; or
- suspension is needed to protect the rights, property, or safety of Corel, its users, or the public or is required by law.
d. Named User License. Notwithstanding the foregoing feature of simultaneous use, You shall not, and shall ensure that Your Administrator shall not, allow or suffer any User Credential in respect of a Software Installation or SaaS Offering, to be used by more than one individual User, to whom such User Credential is assigned, unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Software, SaaS Offering and/or Documentation. If You have purchased multiple User licenses for use by You or Your Users (Named User), You may without prejudice to mandatory local copyright law reassign a User Credential under a license from one User to another User, only if:
- the original User’s relationship with You has been terminated; or
- the original User relationship with You has been transferred to a non-licensed department within Your legal entity.
e. License Term. Unless otherwise specified in the Ordering Document, the initial Subscription Term is one (1) year commencing from the date of Your purchase of the Software and is automatically renewable in accordance with Section 3.d. Where You notify Corel that You do not wish to renew, You may continue using the Software until the end of Subscription Term. After the expiration of Your Subscription Term, You are legally obligated to discontinue Your use of the Software and/or SaaS Offering, remove and/or destroy the Software. Corel reserves the right to require certification of the removal and/or destruction of the Software.
f. Installation and Use Rights. You may copy the Software in machine-readable form solely for cold back-up or archival purposes only. You may copy and use images, clip art, animations, sounds, music, shapes, video clips and templates provided with the Software and identified for such use solely in maps that You create or amend.
- Content. You own the Content that You create or store within the Software (“User Content”). Corel has no ownership rights in or to Your User Content. You shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to Your User Content. Your User Content must comply with applicable laws and conform to the Corel Content Standards at: www.mindmanager.com/content-standards, which are hereby incorporated by reference. You agree that any loss or damage of any kind that occurs as a result of the use of any User Content that You upload, post, share, transmit, display or otherwise make available through Your use of the Software is solely Your responsibility. You are responsible for all Content uploaded, posted, shared, displayed or otherwise made available using the Software (even when Content is made available by other Users or others who have access to the Software). Content means data, information, material or other content, including, maps, contacts, files, to which You have access as part of, or through Your use of the Software.
- Corel Intellectual Property. Corel retains all rights, title, and interest in and to the Software and its Documentation and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. You may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Software and its Documentation. You are not granted any rights, license or interest to any trademarks or service marks of Corel. Corel retains all rights not expressly granted to You in this EULA. Any use of the terms "sell", "license", "purchase", "license fees" and "price" in this EULA will be interpreted in accordance with the foregoing provision.
- Feedback; Technical Information. Any feedback or ideas You provided to Corel regarding the Software or any suggested improvements thereto will be the exclusive property of Corel. To the extent You own any rights in such feedback or ideas, You agree to assign, and hereby do assign, to Corel all right, title and interest in and to such feedback or ideas. You agree to perform all acts reasonably requested by Corel to perfect and enforce such rights. Corel will reimburse You for direct out of pocket costs incurred in complying with its requests.
2. ADDITIONAL LICENSING RESTRICTIONS.
a. Use Restrictions. You may use the Software only as expressly permitted in this EULA, unless more rights are given under applicable law. You may not
- modify or create derivative works based upon the Software;
- create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Software and the terms of this EULA;
- reverse engineer, decompile or disassemble the Software, or otherwise attempt to derive source code from the Software, in whole or in part except and only to the extent that applicable law expressly permits;
- make more copies of the Software than specified in this EULA or allowed by applicable law;
- publish the Software for others to copy;
- use the Software in any way that violates applicable law;
- use the Software for commercial software hosting services;
- attempt to gain unauthorized access to any SaaS Offering or any service provided by Corel or its related systems or networks; or
- sell, license, sublicense, distribute, rent, lease, or lend the Software or the SaaS Offering or otherwise transfer in whole or in part the Software, SaaS Offering or the license key to the same to another party. In deviation thereof, You are explicitly free to sell or resell the Software if the Software has been placed on either the EU or EEA market with Corel’s consent and to the extent that Corel’s copyright is exhausted. Regarding Software acquired by download this is the case only if all of the following conditions are met:
- Previously the software was lawfully traded by Corel itself or with the approval of Corel. This is the case only when Corel has given its approval to download a copy of the software in return for payment of a fee designed to enable Corel to obtain a remuneration corresponding to the economic value of the copy of the software.
- You make each individual copy useless in case of resale.
- You grant the purchaser the information necessary to determine the extent of proper use.
b. No Downgrade Right. The rights granted in this EULA do not include the right to use a previous version of the Software than the purchased version unless otherwise specified in the MSA, an Ordering Document or any other services agreement entered into between Corel and You for the Software.
c. Reporting. You will maintain accurate records as to Your use of the Software, for at least two (2) years from the later of the last day on which support services or the expiration of the License Term of the Software. During such period, You will provide in a timely manner and upon request of Corel a report verifying Your compliance with this EULA. Corel may request such a report at most once a calendar year.
d. Audit Right. During the License Term and for two (2) years after termination or expiration of this EULA, You agree to maintain complete and accurate books and records in connection with Your use of the Software, SaaS Offering and Documentation, in sufficient detail to permit Corel to verify Your compliance with the terms and conditions of this Agreement. Corel may audit, at its own expenses, Your compliance with regards to the use rights of the Software. The auditors will be appointed by Corel. Such an audit may only be performed once a calendar year during normal business hours in Your place of business and may not unreasonably affect Your operations. If the audit demonstrates Your noncompliance with this EULA, Corel will invoice You and You shall promptly pay for any noncompliant Software licenses at the rate of the then-current Corel suggested retail price. If the number of non-compliant Software licenses exceeds five percent (5%) of the total amount of licenses and Users reported, the reasonable costs for the audit shall be borne by You
3. ORDER; PAYMENT TERMS.
a. Orders. All orders for the Software are subject to this EULA and shall be documented in an Ordering Document. Ordering Documents do not have to be signed to be valid and enforceable. Your order will be deemed accepted upon the earlier of delivery of the Software as provided in Section 1 or issuance by Corel of an invoice for Your purchase. You agree that any order of the Software is neither contingent on the delivery of future functionality or features nor dependent on oral or written public comments made by Corel regarding future functionality or features.
b. Fees. Fees for the Software shall be in the amounts agreed in the applicable Ordering Document. If no amount is set forth in the applicable Ordering Document, fees will be Corel’s then current Corel suggested retail price for the Software. You are responsible for paying the fees for the Software.
c. Billing. Unless otherwise provided in the Ordering Document, (i) fees for a Perpetual Term to the Software shall be invoiced in advance for the full amount for the Perpetual Term, and (ii) fees for a Subscription Term to the Software will be invoiced in advance for the full amount for the purchased term. If the Ordering Document for a Subscription Term provides for monthly or other periodic payments such that more than one payment is made for the fees due for the purchased term, such payments are installment payments and do not relieve You from liability to pay for the full Subscription Term.
d. Renewal of Subscription Terms. A Subscription Term will be automatically renewed annually for one (1) year terms and You will be charged or invoiced unless You notify Corel at least thirty (30) days prior to the renewal date that You do not wish to renew. Corel may modify fees for any renewal Subscription Term upon posting thirty (30) days’ prior written notice of such Modification(s) on Corel’s website http://www.mindmanager.com, and/or by sending such notice to Your Email; provided that any increase in fees noticed during a Subscription Term shall not take effect until the beginning of the renewal Subscription Term. Payment must be made on time to avoid a lapse in the Subscription Term and any support services as set forth in Section 4.
f. No Refunds or Credits. All orders for the Software are non-cancellable and all fees are non- refundable. If You terminate a Subscription Term prior to expiration, You acknowledge and understand that Corel will not refund any pre-paid fees or give credits to You for any unused portion of Your Subscription Term. In addition, if You have not fully paid for the then-current Subscription Term, upon termination any fees owed for the remainder of the term will become immediately due and payable. For warranty terms please see Section 8.
g. Taxes. Corel’s fees are exclusive of any taxes, levies, or duties. You are wholly responsible for any taxes that may arise out of this Agreement or Your purchase or use of the Software. If You are required to pay or withhold any tax in respect of any fees due to Corel hereunder, You shall gross up payments actually made so that Corel will receive amounts due hereunder in full free of any deduction for such tax. For non- business customers with ship to addresses in the European Community, VAT shall be included in Corel’s fees. You confirm that Corel can rely on the “ship to” name and address set forth in the Ordering Document as being the place of supply for sales and income tax purposes. Where Corel is making a supply of services under Article 44 of VAT Directive 2006/112/EC, You confirm that Corel can rely on the “bill to” name and address in the Ordering Document as being the place of supply for VAT purposes.
4. PRODUCT UPGRADES AND UPDATES.
A Subscription Term to the Software shall always include free Product Upgrades and Product Updates. A Perpetual License to the Software includes Patches free of charge but does not include Product Upgrades or Product Updates free of charge. Except as otherwise provided at the time of download or provision by Corel, any supplemental software code or related materials that Corel provides You as part of any support services, paid or otherwise, are to be considered part of the Software and are subject to this EULA. Corel may use any technical information You provide to Corel for any Corel business purposes, without restriction, including for product support and development.
You agree to indemnify and hold Corel and Corel 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 (a) Content originated or stored by You and Your Users, (b) use of the Software by You or one of Your Users, (c) violation of this EULA by You or one of Your Users, or (d) infringement, misappropriation or violation by You or one of Your Users of any intellectual property or other rights of another person or entity. Notwithstanding the foregoing, You will not be required to indemnify Corel or Corel Affiliates for damages arising solely from the negligence or willful misconduct of Corel or Corel Affiliates.
6. UNITED STATES GOVERNMENT USERS.
The Software and related Documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.211, 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.211, 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4 and other relevant sections of the Code of Federal Regulations, as applicable, the Software and related Documentation are licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein and Unpublished rights reserved under the copyright laws of the United States.
7. THIRD PARTY MATERIALS, SITES AND RESOURCES
a. Third Party Resources. The Software may display, include or make available content, data, information, applications or materials provided by third parties (“Third Party Materials”) or provide links to, or contain features designed to interoperate with, third party sites or resources (e.g. MapsForThat.com, Twitter, Linked In, Google and Evernote). By using the Software, You acknowledge and agree that Corel is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials, sites or resources or the availability of such sites or resources. Corel does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Third Party Material, sites or resources, or for any other materials, products, or services of third parties. Third Party Materials and links to and interoperability with other sites or resources are provided solely as a convenience to You. To use third party sites or resources or features designed to interoperate with third party sites or resources, You may be required to obtain access to such sites or resources from their providers, and Your use of such sites or resources is subject to the terms and conditions of such sites or resources or their providers. If such provider ceases to make their external sites or resources available for interoperation with the corresponding features of the Software, Corel may cease providing such Software features without entitling You to any refund, credit or other compensation.
b. No Additional Liability for Third Party Services and Materials. In addition, content, data, information, applications or materials provided by third parties (“Third Party Services”) and Third Party Materials that may be accessed from, displayed on or linked to from the Software are not available in all languages or in all countries. Corel makes no representation that such Third Party Services and Third Party Materials are appropriate or available for use in any particular location. To the extent You choose to access such Third Party Services or Third Party Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. Corel, and its licensors, reserve the right to change, suspend, remove, or disable access to any Third Party Services or Third Party Materials at any time without notice. In no event will Corel be liable for the removal of or disabling of access to any such Third Party Services or Third Party Materials. Corel may also impose limits on the use of or access to certain Third Party Services or Third Party Materials, in any case and without notice or liability.
8. LIMITED WARRANTY.
a. Corel warrants that the media on which the Software is distributed, if applicable, will be free from defects, and that the Software shall conform substantially to the description in its Documentation when used in a Supported Environment for the first thirty (30) days of the License Term, unless otherwise required by applicable law. If the media is defective, Your sole remedy in the event of a breach of this warranty will be that Corel will replace any defective media returned to Corel within the warranty period. If the Software does not substantially conform to the description in its Documentation, Your sole remedy will be that Corel shall, at its option and its sole discretion, correct the defects in the Software or replace the defective licensed software, and, if Corel is unable to make the deficient licensed software substantially conform to the description in its Documentation after such commercially reasonable efforts, to discontinue Your use of the licensed software and terminate Your license to the Software provided that: (a) the Software has been properly installed and used at all times and in accordance with the instructions in its Documentation; (b) no modification, alteration, or addition has been made to the Software product by persons other than Corel or its authorized representative; and (c) Corel receives written notice of the non-conformity within the warranty period. This is Your sole and exclusive remedy for a breach of this limited warranty and Corel’s sole and entire liability. The foregoing excludes Software made available by Corel at no charge, including without limitation the MindManager Reader, any trial or NFR (not for resale) license or subscription or “reader” or “guest” account, which are provided “as is” and “as available” with all faults and without warranty of any kind to the maximum extent permitted by applicable law. EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, COREL AND ITS LICENSORS PROVIDE THE SOFTWARE WITHOUT ANY WARRANTIES OF ANY KIND. THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS EULA, OR COMMUNICATION WITH YOU INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. COREL DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND COREL EXPRESSLY IS NOT AND WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM ANY SUCH PROBLEMS. 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.
b. High Risk Activities. Your use of the Software in any application or situation where failure of the Software could lead to death or serious bodily injury of any person, or to severe physical or environmental damage including aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support systems, implantable medical equipment, motor vehicles, or weaponry systems shall be at Your own risk and Corel does not guarantee that the Software will be fault-tolerant or error free or operate uninterrupted during such situations. COREL EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.
9. LIMITATION ON AND EXCLUSION OF DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, YOU CAN RECOVER FROM COREL, ITS LICENSORS, AND ITS RESELLERS ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE (OR IN THE CASE OF A FREE PRODUCT, TO $50.00). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, COST OF COVER FOR SUBSTITUTE GOODS, ANY OUT OF POCKET COSTS, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF COREL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. This limitation applies to: (i) anything related to the Software, services, content (including code) on third party Internet sites 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: (A) any remedy fails of its essential purpose; (B) Corel, its licensors, and resellers knew or should have known about the possibility of the damages; or (C) 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.
Corel may use Your name and logo (if any) on client lists in various forms (e.g., printed, online, etc.) and in other marketing and sales collateral, for the sole purpose of identifying You (or Your employer, as applicable) as a customer of Corel. In any use of Your name or logo, Corel will comply with any logo usage guidelines that You may provide and Corel will promptly fix any defect that You bring to Corel’s attention. Corel may use Your name, logo, website link, quote, and any other information that You may provide to develop press releases and other marketing and sales collateral in any form (e.g., print, audio, video, and other formats) that pertain to Your use of Corel products or services. Corel may publish and freely distribute all such information, quote(s), or input. Corel will never broadly publish any personally identifiable information without Your prior written consent. Corel is not obligated to publish or otherwise use any information or logo that You may provide. The rights that You grant to Corel are without any fee or royalty.
Deployment. Unless otherwise indicated in a signed agreement with Corel or any other terms and conditions of Corel, You may deploy the Software within Your legal entity and any of Your Affiliates (as defined below) provided that: (i) such deployment is made only within the jurisdiction or state where You purchased the Software (“Applicable Region”); and (ii) the Affiliate at which the Software is deployed accepts and agrees to comply with all of the terms of this EULA.
Any attempt to deploy the Software in violation of this Section shall be void. An Affiliate, with respect to Your legal entity, shall mean another legal entity that controls, is controlled by, or is under common control with, Your legal entity. Control for this purpose shall mean 50% or greater voting power. In complying with Your obligations under this Section 11, You shall also comply with and adhere to the Software installation, usage restrictions and Users limitations set out under Section 1 at all times.
12. TERM AND TERMINATION.
a. Term. This EULA shall be effective upon Your acceptance, pursuant to the third paragraph of this EULA, and expire upon expiration of the License Term, including any renewal terms (collectively, the “Term”).
b. Termination. Corel may terminate this EULA immediately and without notice if You fail to comply with any term of this EULA.
Effect of Termination. In the event of termination, You must destroy all copies of the Software, its Documentation, and any license key provided to You. In addition, You must remove all copies of the Software, including all back-up copies, from any and all servers, computers, and terminals on which it is installed. Corel reserves the right to request You to certify in writing such destruction and removal of the Software. Any provision of this EULA that requires or contemplates execution after termination or expiration of this EULA shall survive, including, but not limited to Sections: 5 (Indemnification), 8 (Limited Warranty), 9 (Limitation and Exclusion of Damages), 12 (Term and Termination), 13 (General), and 14 (Special Provisions for Residents of Member States of the European Economic Community).
a. Entire Agreement. This agreement (including the warranty above), any addendum or amendment thereto, including the Ordering Document and/or the MSA Terms and Conditions (if applicable) constitute the entire agreement for the Software and support services and supersedes all prior or contemporaneous agreements or understandings, whether oral or written, including any standard terms and conditions set forth in a purchase order.
b. Headings. Headings under this EULA are intended only for convenience and shall not affect the interpretation of this EULA.
c. Waiver and Modification. No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. This EULA may only be modified pursuant to the fourth paragraph of the EULA or by an Ordering Document.
d. Severability. If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected.
e. Export Restrictions. The Software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use. You may not use, export, re-export, import, sell or transfer the Software except as permitted by United States (U.S.) law, the laws of the jurisdiction in which You obtained the Software and/or SaaS Offering, and any other applicable laws and regulations. You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties. You also acknowledge that the Software may be subject to other U.S. and foreign laws and regulations governing the export of software by physical and electronic means. You agree to comply with all applicable U.S. and foreign laws that apply to Corel as well as end-user, end-use, and destination restrictions imposed by U.S. and/or foreign governments. You also agree that You will not use the Software for any purposes prohibited by U.S. law, including, without limitation, the development, design, manufacture, or production of nuclear missiles, or chemical or biological weapons.
g. Cookies Use. You acknowledge and agree that Corel uses technology, including text files which retain small pieces of data to identify Your devices, network, Users and Your and their web browsing activities ("Cookies"), in its Software and SaaS Offering to collect information about You and Your Users. This technology helps Corel understand what information and advertising is most useful to its customers (including You and the Users). The Cookies which Corel uses aim at enhancing Your and the Users’ experience of the Software, helps Corel study and share the information collected with its advertising and marketing partners for advertising, promotional and marketing purposes, and allow Corel to send You and the Users offers which are tailored to Your and their interests on the basis of their web browsing of Corel’s site and third party websites and/or use of the Software. To find out more about the Cookies, You must read our Cookies Policy (that is available at the following link www.mindmanager.com/en/company/legal/cookies. The Cookies Policy contains further information about the technology Corel uses for the above stated purposes and how to disable the Cookies in the Software. By clicking the "Accept" button You agree, and have ensured that all Users agree, to Corel’s use of the Cookies and other similar technologies for the aims and purposes set out in this Section. You shall indemnify and hold harmless Corel against any and all claims from any User or third party in respect of Corel’s use of the Cookies and analytics related technology in accordance with this Section. The foregoing indemnity shall explicitly survive the expiry or termination of this EULA.
i. Governing Law. If You obtained Your license Canada, this EULA shall be governed by the laws in force in the Province of Ontario, Canada; and any dispute between You and Corel regarding this EULA will be subject to the exclusive jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If You obtained Your license in the United States, this EULA shall be governed by the laws of the United States and the State of California, without reference to conflict of laws principles. Any dispute between You and Corel regarding this EULA will be subject to the exclusive venue of the state and federal courts in the State of California. If You obtained Your license in a country of the European Union, Iceland, Norway or Switzerland, this EULA shall be governed by local law. If You obtained Your license anywhere else, unless expressly prohibited by local law, this EULA shall be governed by the laws of the United States and the State of California. This EULA 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.
j. Legal Effect. This EULA describes certain legal rights. You may have other rights under the laws of Your state or country. You may also have rights with respect to the party from whom You acquired the Software. This EULA does 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.
l. Force Majeure. 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 EULA and/or Ordering Document with respect to services not yet performed or products not yet provided upon written notice.
m. Trademark Notice. Corel, Mindjet, MindManager, and MapsForThat are are registered trademarks or trademarks of Corel Corporation, in the United States and/or other countries. All other trademarks referenced in the Software or Documentation are the property of their respective owners.
n. Compliance with Laws. You agree to use the Software and/or SaaS Offering in compliance with all applicable laws, including local laws of the country or region in which You reside, and in compliance with all applicable export laws and regulations. You shall not use the Software for any purpose prohibited by applicable law.
14. SPECIAL PROVISIONS FOR RESIDENTS OF MEMBER STATES OF THE EUROPEAN ECONOMIC COMMUNITY & OTHER JURISDICTIONS.
a. Limitation of Liability in a Member State of the European Community. If You obtained the Software and/or SaaS Offering in a Member State of the European Community, and You usually reside in such a country, then Section 9 (Limitation On and Exclusion of Damages) 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 purchase agreement in respect to 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, to liability for assuming a specific guarantee, or to liability for culpably caused personal injuries. You are required to take all reasonable measures to avoid and reduce damages, in particular, to make back-up copies of the Software and Your computer data subject to the provisions of this EULA.
b. Limited Warranty for in a Member State of the European Community. If You obtained the Software and/or SaaS Offering in a Member State of the European Community and You usually reside in such a country, then Section 8 (Limited Warranty) does not apply. Instead, Corel warrants that the Software provides the functionalities set forth in the accompanying Documentation (the "agreed upon functionalities") for the limited warranty period following receipt of the Software when used in a Supported Environment. As used in this sub- section, "limited warranty period" means one year if You are a business user and two years if You are not a business user. Non-substantial variation from the agreed upon functionalities shall not be considered and does not establish any warranty rights. THIS LIMITED WARRANTY DOES NOT APPLY TO THE SOFTWARE PROVIDED TO YOU FREE OF CHARGE, FOR EXAMPLE, UPDATES, PRE-RELEASE, TRIAL, THE MINDMANAGER READER, OR THE SOFTWARE THAT HAS BEEN ALTERED BY YOU, TO THE EXTENT SUCH ALTERATIONS CAUSED A DEFECT. To make a warranty claim, during the limited warranty period You must return, at our expense, the Software and proof of purchase to the location where You obtained it. If the functionalities of the Software vary substantially from the agreed upon functionalities, Corel is entitled, by way of re-performance and at its own discretion, to repair or replace the Software. If this fails, You are entitled to a reduction of the purchase price (reduction) or to cancel the purchase agreement (rescission).
c. Assignment, Transfer for Users Residing in a Member State of the European Community. If You obtained the Software and/or SaaS Offering in a Member State of the European Community, and You usually reside in such a country, then the limitation in Section 13.k. (Assignment) (pertaining to transfer of the Software) shall not apply to You.
d. Limitation of Liability in other Jurisdictions. If You obtained the Software and/or SaaS Offering in one of the jurisdictions set out in Exhibit A, and You usually reside in that jurisdiction, then Section 9 (Limitation On and Exclusion of Damages) does not apply. Instead, the country-specific terms set out in Exhibit A shall apply.
e. Limited Warranty for other Jurisdictions. If You obtained the Software and/or SaaS Offering in one of the jurisdictions set out in Exhibit A and You usually reside in that jurisdiction, then Section 8 (Limited Warranty) does not apply. Instead, the country-specific terms set out in Exhibit A shall apply.
15. THE SOFTWARE FUNCTIONALITY.
a. Interoperability with other Corel applications. The Software interoperates with other Corel products. Your use of any other Corel product is subject to the Corel product terms applicable to such Corel product. Interoperability may require that You use the most current version of the Software and any other Corel products with which it interoperates.
b. Shared Content Security. You acknowledge that sharing Content with the “Share” functionality in the Software is not intended as a secure means of content transfer. Using this functionality may make the shared content public in nature by granting access to the content hosted on Corel’s servers to others, who, in turn, may grant access to the content to other third parties. By using this functionality within the Software, You assume the risk that the content so shared may be discovered by third parties who You did not intend to view the content. The Software’s “Share” functionality is not designed for use with materials that are highly confidential in nature.
c. Trial and Conversion. If You receive the Software on a trial basis, Your rights to use the Software are limited to the trial period. The length of the trial period is set forth during the activation process, and the trial version may contain a subset of the features and functions of the full version. You may have the option to convert Your trial to a Subscription Term or Perpetual Term. Conversion options will be presented to You at the expiration of Your trial period. After the expiration of any trial period without conversion, all features of the Software will stop running. If the Software is a version that You have converted or exchanged from a valid licensed prior version, You agree that by installing and using the Software, You will no longer use the prior version. Corel reserves the right to require certification of the destruction and removal of such previous version of the Software.
d. Upgrade. Any upgrade You accept to receive from Us and install, run or use in respect of an earlier version of the Software shall: (i) automatically cancel and terminate Your prior agreement through which You obtained a license for the earlier version of the Software from us, and (ii) cause this EULA to replace and supersede such prior agreement for the Software version You upgraded from. Upon such upgrade, You may no longer use the earlier version of the Software, unless otherwise specified in the MSA, an Ordering Document or any other services agreement entered into between Corel and You for the Software. Corel reserves the right to require certification of the destruction and removal of such previous version.
e. NFR Licenses. If You receive the Software pursuant to a complimentary royalty-free Not-For- Resale (“NFR”) license, You may not re-sell or transfer the license to any third party.
f. Trial and NFR License Warranty Disclaimer. Notwithstanding Section 8 (Limited Warranty) or Section 14.b(Limited Warranty for Users Residing in a Member State of the European Community), if You receive the Software on a trial basis or pursuant to a NFR license, THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COREL, ITS LICENSORS, AND RESELLERS BEAR NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE SOFTWARE.
g. Third Party Readme. The THIRDPARTYREADME is available here: www.mindmanager.com/legal/thirdpartyreadme
16. UNITED STATES GOVERNMENT USE RIGHTS.
The Software, SaaS Offering and any related technical data, including manuals and Documentation, are commercial as defined in the Federal Acquisition Regulation (FAR) at 2.101. If a license to the Software or SaaS Offering is acquired by or on behalf of an agency, department, or other entity of the U.S. Government (“Government”), the use, duplication, reproduction, release, modification, disclosure, or transfer (“use”) of the Software and/or SaaS Offering, and any related technical data of any kind, including manuals and Documentation, no matter how received by the Government, is restricted by the terms and conditions of this Agreement in accordance with FAR 12.212 for civilian agencies, and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. All other use is prohibited..
The following country-specific terms apply to Your use of the Software and/or SaaS Offering in the countries specified below. To the extent a conflict between these country-specific terms and the general license terms set forth in the main body of the EULA exists, these country-specific terms shall supersede and control.
The Software comes with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Software repaired or replaced if the Software fails to be of acceptable quality and the failure does not amount to a major failure.
Limitation of Liability. (liability limit).
The Australian Consumer Law contains guarantees that protect the purchasers of goods or services in certain circumstances. To the fullest extent permitted by law, the liability of Corel to You for any loss or claim arising under or in connection with this EULA that cannot be lawfully excluded under the Australian Consumer Law is limited to:
- (replacement) the replacement of the Software and/or Documentation;
- (repair) the repair of the Software and/or Documentation;
- (replacement price) the payment of the cost of replacing the Software and/or Documentation or of acquiring equivalent goods; or
- (repair price) the payment of the cost of having the Software and/or Documentation repaired.
This EULA is governed by the laws of the State of Victoria, Australia. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of each of which is expressly excluded.
Consent to Use Data.
Corel’s use of data collected from Your use of the Software (as described in the EULA) is limited to use in a form that does not personally identify You or the Users. You hereby expressly grant Corel the right to collect, record, arrange, accumulate, keep, update, extract, use, transfer (including trans-border transfer) access, depersonalize, block, remove any personal data (as defined by the applicable laws of Your jurisdiction) so obtained
Governing Law and Choice of Forum.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington, United States, without regard to the conflicts of law rules thereof, to the extent such rules would result in the application of another jurisdiction’s laws. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Western District of Washington, unless specific rules apply to You as a consumer (natural person obtaining license for personal needs). In the latter case the dispute shall be settled in the court duly empowered by the applicable law of Your jurisdiction. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.