These terms and conditions (“MSA Terms and Conditions”) govern the provision of maintenance and support services as described in Paragraph 4 herein (“MSA Services”) under the MindManager Software Assurance and Support offering (“MSA”). All references to “Corel”, “we”, “us” and “
These MSA Terms and Conditions have been updated and will be effective as of August 8, 2022. As updated, these MSA Terms and Conditions will replace and supersede the prior terms which are available at https://www.mindmanager.com/static/mm/docs/msa-terms-en.pdf or any successor site for the MSA Services.
MSA is only available for purchase at an additional fee in respect of five or more Perpetual Licenses with one license for each end user (“Program Perpetual License”). Under such purchase, the MSA fees will be chargeable annually on a per license/end user basis unless otherwise agreed with Corel. Your use of the MSA Services is subject to these MSA Terms and Conditions. All references to “end users” in these MSA Terms and Conditions mean natural persons whom You have hired as Your employees, agents or consultants. Corel may change the MSA Terms and Conditions from time to time at its sole discretion and notify You of such changes by email. Corel may require You to provide consent to the updated MSA Terms and Conditions in a specified manner before providing further MSA Services. Otherwise, Your continued use of any affected MSA Services constitutes Your acceptance of the changes. It is Your responsibility to regularly check https://www.mindmanager.com/msa-terms to review the current terms.
By purchasing MSA with a Program Perpetual License, YOU AGREE TO BE BOUND BY THESE MSA TERMS AND CONDITIONS AND THE APPLICABLE ORDERING DOCUMENT (AS DEFINED BELOW), IF ANY, WHICH GOVERN YOUR RECEIPT AND USE OF THE MSA SERVICE FOR SUPPORTING THE MINDMANAGER SOFTWARE THAT YOU HAVE LICENSED FROM COREL (“COREL SOFTWARE”). AS YOU ARE ACCEPTING THESE MSA TERMS AND CONDITIONS ON BEHALF OF A COMPANY ORGANIZATION OR AN AGENCY, INSTRUMENTALITY, OR DEPARTMENT OF A GOVERNMENT (THE “CUSTOMER”) YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH CUSTOMER TO THESE TERMS, AND REFERENCES TO “YOU” HEREIN REFER TO THE CUSTOMER ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT. YOUR RECEIPT AND/OR USE OF ANY MSA SERVICE INDICATES YOUR ACCEPTANCE OF THESE MSA TERMS AND CONDITIONS.
To receive MSA Services in respect of Program Perpetual Licenses, You will need to purchase MSA in accordance with the terms herein. Unless otherwise specified in an Ordering Document, “MSA Term” for a Program Perpetual License means one (1) year commencing from the date of Your purchase of MSA and any renewal term thereafter. Corel reserves the right to co-term any MSA You have purchased for the support of additional Corel Software that You have licensed from Corel with Your current MSA Term. Corel may limit Your right to support services under Your Program Perpetual License, effective immediately upon notice to You, if You use any MSA Service in an irregular, excessive, abusive, or fraudulent manner. An “Ordering Document” means a document (such as purchase confirmations, product certificates, negotiated contracts) entered into by and between You and Corel which states the commencement date and/or expiration date of the MSA Term, fees and payment terms, and any additional terms and conditions regarding use of the MSA Service and/or 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 unless Corel and You have agreed to the incorporation of such purchase order or other document in the Ordering Document for the MSA by signing a written agreement.
An MSA Service includes version upgrade rights and related support, which Corel may provide during customer support business hours directly or via third parties on Supported Environments. For Program Perpetual Licenses, MSA may only be purchased for the most current general availability release version of the Corel Software. Older version of Corel Software must be upgraded if You wish to purchase MSA for the first time. “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: https://www.mindmanager.com/en/support/system-requirements/ or any successor site. 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. Support features, procedures, and support availability are subject to change at Corel’s sole discretion. Any such changes will not materially detriment the MSA Services provided to You (an individual, or the MSA Service purchasing entity’s designated contacts defined on the Corel Support Services website). Except as explicitly permitted by Corel, MSA Services are non-transferable and are valid to You only. 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 MSA Services.
Unless otherwise set forth in a volume licensing program or the Ordering Document, MSA fees are to be paid in advance of the MSA Term, at the rates indicated in Corel’s price list then in effect. If the Ordering Document provides for monthly or other periodic payments such that more than one payment is made for the fees due for the MSA Term, such payments are installment payments and do not relieve You from liability to pay for the full MSA Term, as the case may be. Corel reserves the right to increase MSA fees for Corel Software at any time, with such price increase taking effect immediately for future purchases. In the event Corel co-terms Your MSA Term as set forth in Paragraph 3, Corel will also prorate Your MSA fees. You or Corel may terminate MSA at the end of the then- current MSA Term. If You delay Your purchase of MSA more than thirty (30) days past the date You purchase a Program Perpetual License, Corel may charge additional fees when You initiate MSA.
By purchasing MSA Services for Your Program Perpetual Licenses, You consent to Corel automatically renewing Your MSA annually and invoicing You annually prior to expiration of the MSA Term for such renewal unless otherwise specified in an Ordering Document. If You have purchased MSA Services with Your credit card, You consent to Corel securely storing Your credit card information in the United States or other countries for such renewal. Such processing, storage, and transaction shall only be to the extent necessary for, and for the sole purpose of, enabling Corel to perform its obligations hereunder and may take place in any of the countries in which Corel and its Corel Affiliates conducts business, which may include countries outside of the European Economic Area. Corel will notify You by email prior to expiration of Your current MSA Term. Unless You notify Corel at least thirty (30) days in writing prior to the renewal date that You do not wish to renew, the regular renewal price (plus applicable taxes or VAT) will be automatically charged to Your credit card. You authorize Corel to use contact and billing information provided during Your purchase activity to charge or invoice each renewal. Payment must be made on time to avoid a lapse in MSA. You may discontinue the auto-renewal feature of MSA at any time by contacting the Corel Customer Support and Services Team via the Corel website, but please note that failing to renew Your MSA Term will result in the expiration of Your MSA at the end of the then-current term. At the time of such expiration, if You still wish to receive maintenance and support services, You may purchase five or more subscription licenses for the Corel Software. Such licenses would be for a renewable fixed term of one (1) year from the date of Your purchase (“Subscription Licenses”). The fees payable for those subscription licenses would cover maintenance and support services as would be further described in the ordering document that You and Corel would agree to. Your use of the Corel Software under the subscription licenses would be subject to Corel’s licensing terms and conditions then in effect.
Corel’s fees are exclusive of any taxes, levies, or duties. You are wholly responsible for any taxes that may arise out of these MSA Terms and Conditions or Your purchase or use of MSA. 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.
Invoiced MSA fees are due net thirty (30) calendar days from the invoice date. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is greater, plus all reasonable expenses of collection. You are responsible for providing complete and accurate billing and contact information to Corel and notifying Corel of any changes to such information. Your credit card or other form of payment will be charged or otherwise debited in accordance with payment terms set forth in the Ordering Document. Corel will store Your payment information (e.g., credit card number) so that it can charge You for the MSA Service in accordance with Your payment choice. Corel encrypts such credit card information using standard encryption technology. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however and Corel cannot guarantee its absolute security. You acknowledge and agree that Corel’s provision of the MSA Service may require Corel to process or store Your personal data, including credit card information, and to transmit such data internally within Corel or to Corel Affiliates. Such processing, storage, and transmission shall be conducted in accordance with Corel’s Privacy Statement, available at: http://www.corel.com/en/corel-privacy-policy/ (“Privacy Statement”). If You purchase MSA Services through a Corel authorized reseller, You shall establish billing terms with such authorized reseller. “Corel Affiliate” means with respect to Corel, shall mean another legal entity that controls, is controlled by, or is under common control with, Corel and “control” for this purpose shall mean having 50% or greater voting power in that legal entity.
Support topics include support for basic connectivity issues for the purpose of using MindManager to access other non-MindManager products or services as they pertain to MindManager’ functionality, installation and deployment questions, upgrade assistance, Microsoft Office Integration and responses to basic usability and functionality questions. Corel Software and support services included with MSA (including, without limitation, upgrades) will not be provided if MSA fees are not paid in full or if Your MSA Term has otherwise lapsed. Support services are non-transferable and are valid to the Customer’s designated contacts (as defined on the Corel Support Services website) only. 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 support services. Corel reserves the right to limit the time spent by a Customer Support and Service Representative on each telephone call.
You may expect to receive the following specific support services (which for Program Perpetual Licenses include MSA Services) from Corel during the MSA Term:
MSA excludes any support services for Corel 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 (notwithstanding the foregoing, Corel will provide support services for modifications made by Corel at Your request pursuant to its support services or a separate consulting or professional services agreement); (iii) outside of regular customer support hours. Moreover, MSA does not include support services for: (i) program parts that do not belong to the original version of the Corel Software as supplied by Corel, (ii) creation and provision of software, development, training application consulting, or consulting services regarding such activities or regarding the deployment of data processing equipment, except for provision of upgrades for Corel Software licenses purchased by You; (iii) installation of products or their components or sub-programs (especially patches), including upgrades , (iv) third party products, including add-ins and integrations to Corel 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 Corel Software for which MSA was purchased for the Program Perpetual License); (v) 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 Corel Software ; (vi) other software or hardware and unsupported environments; (vii) local and/or onsite support, programming, customization, consulting services, individual setups, and Corel Software updates, above and beyond support services customarily provided and as set forth herein. Provision of any support services in any of the excluded circumstances, as described in this section, 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 TO THE AMOUNT YOU PAID FOR MSA. REFUND OF YOUR PRE-PAID BUT UNUSED MSA FEES IS YOUR SOLE AND EXCLUSIVE REMEDY AND COREL’S ENTIRE LIABILITY FOR ANY BREACH OF WARRANTY, TERMINATION OF MSA, OR BREACH OF THESE TERMS. 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. This limitation applies to (i) anything related to MSA, including any Corel Software provided hereunder, 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.
MSA IS PROVIDED “AS IS.” COREL HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, REGARDING MSA, INCLUDED 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 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 violation of these MSA Terms and Conditions by You. 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.
Fees paid for MSA are non-cancellable and all frees are non-refundable. No credits will be given for any fees paid for unused MSA or portions thereof. If You terminate a MSA prior to expiration of the applicable MSA Term, You acknowledge and understand that Corel will not refund You any pre-paid fees for any unused portion of Your MSA Term. In addition, if You have not fully paid for the then-current MSA Term, upon termination any fees owed for the remainder of the MSA Term will become immediately due and payable.
In order to provide You with the most updated information pertaining to MSA, Corel may contact You by mail, telephone, fax or e-mail to deliver special materials to: (i) confirm that orders have been processed; (ii) alert You about service-related issues; (iii) notify You about changes to MSA;, (iv) notify You when Your MSA Term is nearing expiration or has expired; (v) inform You of special offers; (vi) measure satisfaction with MSA; and (vii) provide You with other important messages from time to time. If tou do not wish to receive commercial emails (those promoting Corel software and services), please email email@example.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, available at http://www.corel.com/en/corel-privacy-policy/.
These MSA Terms and Conditions (as revised from time to time), the Privacy Statement and MindManager Customer Support Services website (as revised from time to time) constitute the entire agreement for MSA and supersedes all prior or contemporaneous agreements or understandings, whether oral or written, including any pre-printed or standard terms and conditions set forth in a purchase order. Headings used in these MSA Terms and Conditions are intended only for convenience and shall not affect the interpretation of these MSA Terms and Conditions. No failure of either party to exercise or enforce any of its rights under these MSA Terms and Conditions will act as a waiver of those rights. These MSA Terms and Conditions may only be modified, or any rights under it waived, by a written document executed by the party against which it is asserted. If any provision of these MSA Terms and Conditions 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 MSA Terms and Conditions 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 MSA Terms and Conditions does not create any fiduciary duty or comparable relationship of trust between the parties. You agree that, except as otherwise expressly provided in these MSA Terms and Conditions, there shall be no third-party beneficiaries to these MSA Terms and Conditions. Corel will notify You of any material change either by email or by a prominent notice on the legal page of the Corel website. Your continued use of Corel software provided under MSA or request of support services will indicate Your agreement to the change.
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 MSA Terms and Conditions 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 MSA Terms and Conditions in whole or in part without restriction. In the event of a merger, acquisition, or sale of the MSA Service by Corel or its Affiliates, Your continued use of the Corel Software provided under MSA or request of support services signifies Your agreement to be bound by these MSA Terms and Conditions, the Privacy Statement, and other policies of the subsequent owner. With Corel’s prior written consent, You may assign Your rights under these MSA Terms and Conditions to an assignee who agrees in writing to comply with these MSA Terms and Conditions. Any attempt to assign these MSA Terms and Conditions in violation of this Section shall be void. Subject to the foregoing, these MSA Terms and Conditions will be binding upon and will inure to the benefit of the parties' permitted successors and assignees. As used herein, 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" shall mean 50% or greater voting power.
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 applicable license terms or agreement and/or Ordering Document 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 such event continues for more than one (1) calendar month, either party may cancel any agreement and/or Ordering Document 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 to follow its normal disaster recover procedures or Your obligation to pay for MSA.
These MSA Terms and Conditions describe 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 who You acquired MSA from. These MSA Terms and Conditions 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 obtained MSA 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 Ordering Document 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 obtained MSA 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 Ordering Document 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 if You are a business user and two years if You are not 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 MSA 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 SUPPORT. To make a warranty claim, during the limited warranty period You must return, at Your expense, proof of MSA purchase to the location where You obtained it. If the MSA provided varies substantially from the agreed upon support, Corel is entitled, by way of re-performance and at its own discretion, to provide additional MSA Service. If this fails, You are entitled to a reduction of the purchase price (reduction) or to cancel these MSA Terms and Conditions (rescission).
You may at any time during the MSA Term and by prior written notice to Corel request to change Your Perpetual Licenses with associated MSA to Subscription Licenses ("Transition"). Corel may in its absolute and sole discretion accept such request on the basis of a specific fee for the requested Transition that applies to no less than the remaining period of the MSA Term and no more than the first-year term of a Subscription License. To change Perpetual Licenses with associated MSA in accordance with this Section, You must enter into an Ordering Document or written agreement with Corel that governs the Transition. You acknowledge and agree that upon such Transition You relinquish all rights in the transitioned Perpetual Licenses and associated MSA whereby such Perpetual Licenses and MSA would immediately terminate without need for any further notice.
These Terms have been updated on August 8, 2022.