Software-Specific Terms: MindManager

1. APPLICATION

The Specific Terms in this document apply to any version of the Software that We make available under the brand name “MindManager,” on any platform or operating system. These terms form an integral part of the BULA and must be read in conjunction with the General Terms. They supplement the General Terms and govern in the event of any conflict. Capitalized terms not defined in these Specific Terms have the meaning given in the General Terms of the BULA.

2. DEFINITIONS

For the purposes of these Specific Terms only, the following definitions apply:

2.1. "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 and assigning User Credentials and controlling Users' use of the User Credentials and access to the Software and the SaaS Offering.

2.2. "Alternative Licensing Model" means 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 a License Certificate.

2.3. "Cloud Operating Features" means Our 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 User Account Management, the MindManager Go Mobile App and MindManager for Teams.

2.4. "Documentation" means documentation that is generally provided to You by Us for the Software, as revised by Us 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.

2.5. "License Certificate" means as defined in the General Terms of the BULA.

2.6. "License Term" means a Subscription Term or Perpetual Term.

2.7. "MindManager for Teams" means the Software's interface with and availability on the cloud through the latest edition of the Microsoft Teams Application.

2.8. "MindManager Go Mobile App" means the Software's mobile smart phone and tablet application and functionalities which We make available via the cloud.

2.9. "MSA" means MindManager Software Assurance and Support.

2.10. "MSA Terms and Conditions" means the legal terms related to MSA services which are set forth at https://www.mindmanager.com/msa-terms or any successor site and are hereby incorporated by reference.

2.11. "Perpetual License" means (notwithstanding the definition of Perpetual License under the General Terms of the BULA), a license that allows You to use: (a) the Software Installations in accordance with these Specific Terms and as specified in the License Certificate for the Perpetual Term; and/or (b) along with the purchase of MSA, the SaaS Offering in accordance with these Specific Terms and as specified in the License Certificate, for the term of the MSA.

2.12. "Perpetual Term" means the default perpetual period for determining the License Term if You are purchasing a Perpetual License as set forth in the applicable License Certificate.

2.13. "SaaS Offering" means the access to and use of the Software and Documentation as hosted by Us and provided as a software-as-a-service offering via the cloud internet.

2.14. "Subscription License" means a license that allows You to use the Software Installations and/or SaaS Offering in accordance with these Specific Terms and as specified in the License Certificate (notwithstanding the definition of Subscription License under the General Terms of the BULA) for the Subscription Term.

2.15. "Software Installations" means the (a) installation of the Software on desktop and laptop computers (including operating instances and servers), or (b) running of the Software from Our authorized online sources via browser enabled installations on desktop and laptop computers.

2.16. "Subscription Term" means the period of a Subscription License commencing upon Our delivery to You of the Software, unless a different commencement date is agreed and defined in the applicable License Certificate, and continuing until the expiration date set forth in the applicable License Certificate.

2.17. "Supported Environment" means the environments supported by Us for the Software set forth at http://mindmanager.com/support/product-resources/system-reqs.

2.18. "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 the BULA and which may include any personal data.

2.19. "Virtualization Environment" means a hardware partition, blade, or terminal server within Your organization's internal network or virtual private network that is under Your control or possession that You use for establishing, maintaining and managing connections with and between any physical or virtual device that is under Your control or possession, or any remote or cloud server (third party owned or otherwise) with a secure dedicated physical or virtual space that such devices connect to.

3. LICENSE RIGHTS

Subject to Your payment of the applicable fees, We hereby grant you a limited, non-exclusive, non-sublicensable, non-transferable (except as set forth below and under the General Terms), revocable license to use the Software as described in the Documentation in a Supported Environment for the License Term in accordance with the General Terms of the BULA and these Specific Terms.

4. LICENSING METRICS/SCOPE

4.1. License Scope/Coverage. Subject to the term set forth in Section 4.2 below, You may allow multiple Users to use Software Installations and/or the SaaS Offering under each license that You purchase. However, You may not exceed the number of Users and their User Credentials so specified in the License Certificate during the License Term.

4.2. Software Installations.

Unless an Alternative Licensing Model exists, and subject to the conditions specified herein and as set out in the License Certificate, each license grants You during the License Term, the rights to:
1. install the Software on multiple desktop and laptop computers (including operating instances and servers);
2. run the Software from Our authorized online sources via browser enabled installations; and
3. allow a specified number of Users to use the Software Installations.
Any varying or additional terms set forth in a purchase order or other written notification or document issued by You shall have no effect over the License Certificate and the BULA which shall in all cases prevail unless We and You have agreed to and signed/executed such additional terms in writing.
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. Should any of Your Users use their User Credentials to access a Software Installation on two or more computers simultaneously, the Software may automatically log the User(s) out of all Software Installations.

4.3. SaaS Offering.

To be able to exercise a license of a SaaS Offering as set out herein You must have:
1. purchased an MSA for Your Perpetual License or purchased specific Subscription Licenses for the SaaS Offering in Your License Certificate; and
2. agreed to the MindManager User Account & MindManager Cloud Services Terms and Conditions available at the following link https://www.mindmanager.com/en/company/legal/ or any successor site ("Account T&Cs") and hereby incorporated herein by reference.
To the extent that any of the provisions of the BULA are inconsistent or conflict with those of the Account T&C's, the Account T&C's shall govern and supersede the provisions of the BULA solely in respect of the SaaS Offering. To the extent that any provisions in the MSA Terms and Conditions conflict with the terms of the BULA, the MSA Terms and Conditions shall prevail.
Subject to Your full and ongoing compliance with the BULA, the Account T&Cs, and the MSA (as applicable), each license grants You access to and use of the SaaS Offering solely for the number of Users as specified in the License Certificate and solely in accordance with the Documentation.
Your purchase of a license for the SaaS Offering in accordance with the BULA allows You and Users to access and use the Cloud Operating Features of the Software. You agree to register a SaaS Offering account with Us in accordance with the specifications set out in the License Certificate and those of the Supported Environment, and in compliance with the Account T&Cs to gain access to and use the SaaS Offering. Each User to whom You assign User Credentials shall be able to use the SaaS Offering and its Cloud Operating Features as further specified below.
A User may use their assigned User Credential to access and use:
1. the SaaS Offering through MindManager for Teams, the MindManager Go Mobile App on up to and no more than two smart phones and/or tablets and a Software Installation simultaneously;
2. the MindManager Go Mobile App on up to and no more than two smart phones and/or tablets and a Software Installation simultaneously; and
3. the MindManager Go Mobile App from no more than two smart phones and/or tablets simultaneously.
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 We are not liable for any damages relating to lost, corrupted, or damaged data.
Your use of the SaaS Offering 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 the BULA as applicable). You agree not to and shall ensure that Your Users do not:
1. use the SaaS Offering in a way that violates any applicable laws or regulations;
2. distribute viruses or other harmful or malicious computer code via the SaaS Offering;
3. engage in any conduct that disrupts or impedes the SaaS Offering;
4. 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
5. use the SaaS Offering for purposes for which it is not designed/intended such as sending unsolicited advertisements (SPAM).
We can suspend Your and Your Users' access to the SaaS Offering if, in Our sole discretion, We believe:
1. there is risk to the security or privacy of Your account (or to the security or privacy of another customer's account);
2. there is a threat to the security or integrity of Our network or the SaaS Offering; or
3. that such a suspension is needed to protect the rights, property, or safety of Us, Our users, or the public or is required by law.

4.4. Named User License. You shall not, and shall ensure that Your Users shall not, allow or suffer any User Credential in respect of a Software Installation or SaaS Offering, to be used by or assigned to more than one individual User. You may reassign a User Credential 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, 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.

4.5. License Term.

Unless otherwise specified in a License Certificate:
1. Your purchase of a Perpetual License allows You to use Software Installations for an indefinite Perpetual Term unless Your Perpetual License is terminated for any reason.
2. The initial Subscription Term is one (1) year commencing from the date of Your purchase of the Subscription License and is automatically renewable as set forth herein.
Where You notify Us that You do not wish to renew a Subscription License, You may continue using the Software until the end of the Subscription Term.
After the termination of Your Perpetual License or termination or expiration of Your Subscription License, You must discontinue Your use of the Software Installations and/or SaaS Offering, remove and destroy the Software. We reserve the right to require certification of the removal and/or destruction of the Software.

4.6. Copies, Back-ups and Archives. 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.

4.7. No Downgrade Rights. You may not use a version of the Software that is older than the version for which You purchased a license unless otherwise specified in the MSA or any other services agreement entered into between Us and You for the Software.

5. ACADEMIC VERSION

5.1. If You have a license to use a version of the Software that is labelled as an academic, home and student, student and teacher or education edition in the accompanying Documentation, in the packaging and/or in the purchase or download page of the Website as available in the jurisdiction where You are located ("Academic Version") and You are a Business Customer that is a Qualified Institute, You may install and download the Academic Version in accordance with the license metrics specified in Your License Certificate. For the purposes of the foregoing, a “Qualified Institute” means a public or private accredited organization located at a single address whose primary purpose is to provide educational instruction, including services which are rendered in conjunction with such purpose, and which is designated by Us as a Qualified Institute. The institution must be a preschool, primary school, secondary school, vocational school, correspondence school, junior college, college, higher education college, polytechnic, university or scientific or technical institute accredited by associations recognized by their relevant ministry or department of education. Qualified Institute includes institutions which are either supervisory or organizations of any entity meeting the qualifications set out above, such as, departments of education, boards of education, local education authorities, ministries of education, and school district administrative officials, or hospitals which are wholly owned or affiliated to an educational institution. Contact Us via Our Academic Software web page (www.mindmanager.com/en/pages/mindmanager-uses-education-training/) or Your local reseller to determine whether You are a Qualified Institute and to learn more about Our academic programs and products. If a question arises as to whether You are a Qualified Institute, Our determination shall prevail.

5.2. A Site License might be available to a Qualified Institute for an Academic Version in the jurisdiction where the Qualified Institute is located. By "Site License", We mean a Subscription License that entitles You to allow an unspecified number of Academic Users to access and use the Software through Your Virtualization Environment, on and from multiple devices at different instances of time and from any location. Under a Site License You may also allow each Academic User to install a copy of the Academic Version on no more than one device. You shall ensure that no Academic User may access, run and/or use the Software from or on two or more devices simultaneously at any given time. Should You or any of Your Academic Users access, run or use Software on two or more devices simultaneously, the Software may disable the access from all devices. For the purposes of the foregoing provisions an "Academic User" means a User who is a student who is enrolled with the Qualified Institute or a staff member, faculty member, instructor, teacher, director, who is under employment, supervision or direction of the Qualified Institute.

5.3. Academic Versions of the Software may not be used for commercial or other for-profit purposes. You are not entitled to use an Academic Version of the Software unless Your Users are faculty, staff member or degree, diploma, or certificate-seeking students and You are a Business Customer that is a Qualified Institute. An Academic Version may include work products and other data which may contain certain notices and limitations that make the data unusable outside the educational use area ("Work Product"). If You or any Users combine or link data which You or any of Your Users create with Academic Versions of the Software with any Work Product, then that data may also be affected by these notices and limitations. Fees for a Site License may vary according to jurisdiction and may be chargeable on the basis of different bands of numbers of Academic Users or number of full-time employees of a Qualified Institute.

6. AUTOMATIC RENEWALS

Subject to Section 7 of the General Terms, a Subscription License will be automatically renewed annually for one (1) year Subscription Terms and You will be charged or invoiced unless You notify Us at least thirty (30) days prior to the renewal date that You do not wish to renew. We may modify fees for any renewed Subscription Terms upon posting thirty (30) days' prior written notice of such modification(s) on Our website https://www.mindmanager.com or any successor site, 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 renewed 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 7 below.

7. PRODUCT UPGRADES, UPDATES & PATCHES

7.1. A Subscription License to the Software entitles You to receive free Product Upgrades, also known as major releases, introducing important new features or significantly enhancing existing product functionality, Product Updates, also known as minor or maintenance releases, incorporating service packs that provide bug fixes and may also include other minor fixes or modifications that enhance product usage or functionality, and patches on an as-needed basis to provide interim or emergency fixes to one or more critical problems. A Perpetual License to the Software entitles You to receive Product Updates and patches, free of charge, for the first twelve months of the Perpetual Term. A Perpetual License does not entitle You to receive any Product Upgrades free of charge. Except as otherwise provided at the time of download or provision by Us, any supplemental software code or related materials that We provide to You as part of any support services, paid or otherwise, are to be considered part of the Software and are subject to the BULA. We may use any technical information You provide to Us for any business purposes, without restriction, including for product support and development.

7.2. 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 the BULA 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, License Certificate or any other services agreement entered into between Us and You for the Software. We reserve the right to require certification of the destruction and removal of such previous version.

8. DEPLOYMENT

8.1. Unless otherwise indicated in any specific program, such as the MindManager Enterprise Program, or a signed agreement with Us or any other terms and conditions of Ours, You may deploy the Software within Your organization and to any of Your Affiliates (as defined below) provided that: (i) such deployment is made only within the jurisdiction 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 the BULA.

8.2. 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 8, You shall also comply with and adhere to the Software installation, usage restrictions and Users limitations set out under Section 4 at all times.

9. SOFTWARE INTEROPERABILITY AND SHARED CONTENT SECURITY

9.1. Interoperability with Our other software. The Software interoperates with other products and software which We provide. Your use of any such other products and software is subject to Our specific terms applicable to such product. Interoperability may require that You use the most current version of the Software and the other products with which it interoperates.

9.2. 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 Our 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 confidential in nature.

10. THIRD-PARTY MATERIALS, SITES AND RESOURCES

10.1. 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 We are 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. We do not warrant or endorse and do not assume and will not have any liability or responsibility to You or any other person for any 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, We may cease providing such Software features without entitling You to any refund, credit or other compensation.

10.2. 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. We make 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. We and Our 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 We be liable for the removal of or disabling of access to any such Third-Party Services or Third-Party Materials. We 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.

11. VIRTUALIZATION ENVIRONMENT

11.1. Subject to the conditions set out under this section, a Subscription License and/or a Perpetual License with MSA allows You to install the Software on a Virtualization Environment to run, use or access the Software and to allow Users to remotely access and use the Software through such Virtualization Environment. The foregoing allowance is subject to the Software's ability to interoperate and function with/on the Virtualization Environment.

11.2. Use of the Software by Users via such Virtualization Environment is permitted only up to the maximum number of Users and User Credentials allowable under the licenses which You have purchased.

11.3. Installation on a Virtualization Environment is not permitted in Cambodia, China, India, Indonesia, Hong Kong, South Korea, Malaysia, the Philippines, Singapore, Taiwan, Thailand, or Vietnam. Any use of the Software from a Virtualization Environment for which the Software was not designed is entirely at Your own risk and We and Our licensors shall in no way be responsible or liable for any such use or any damage arising therefrom. It is Your responsibility to review the Documentation and any other communications from Us and verify the Software's suitability for the Virtualization Environment that You are using.

11.4. You acknowledge and agree that We may be unable to provide support services for all Virtualized Environments.

12. MindManager Software Assurance and Support

To receive MSA Services for MindManager Enterprise Perpetual Licenses, You must purchase MSA in accordance with the MSA Terms and Conditions. MSA Services for MindManager Enterprise Subscription Licenses are available for You at no additional charge for the term of your Subscription License. The fees payable for those Subscription Licenses would cover such services.