END USER LICENSE AGREEMENT

PLEASE READ THIS END-USER LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE COPYING, INSTALLING, OR OTHERWISE ACCESSING OR USING (COLLECTIVELY "USE" OR "USING" AS THE CONTEXT MAY REQUIRE) OUR SOFTWARE, INCLUDING OUR SOFTWARE AS A SERVICE OFFERINGS, ACCOMPANYING THIS EULA (THE "SOFTWARE"). THE SOFTWARE MAY BE ACCOMPANIED BY MANUALS, USER GUIDES AND OTHER RELEVANT DOCUMENTATION ("DOCUMENTATION"). 

THIS EULA IS A LEGAL CONTRACT BETWEEN YOU, AN INDIVIDUAL END USER WHO IS COPYING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE AND THE DOCUMENTATION, OR, THE ENTITY (AS DEFINED BELOW) THAT IS UNDERTAKING OR ALLOWING ANY OF THE FOREGOING ACTIONS TO OCCUR ON OR THROUGH ASSETS WHICH ARE UNDER THE OWNERSHIP, CONTROL OR POSSESSION ("ASSETS") OF THAT ENTITY ("YOU"), AND US. IF YOU ARE ACQUIRING LICENSES UNDER THIS EULA TO USE THE SOFTWARE FOR THE BENEFIT OF A BUSINESS, GOVERNMENT ENTITY OR ACADEMIC INSTITUTE ("ENTITY") THEN SUCH USE WILL BE SUBJECT TO THE LIMITATIONS AND CONDITIONS SET OUT UNDER THIS EULA. THE TERMS "US" OR "WE" OR "OUR" IN THIS EULA SHALL MEAN PARALLELS INTERNATIONAL GMBH IF YOU ARE OBTAINING A LICENSE TO USE SOFTWARE AND DOCUMENTATION THAT IS BRANDED "PARALLELS", OR COREL CORPORATION IF YOU ARE OBTAINING A LICENSE FOR ALL OTHER SOFTWARE AND DOCUMENTATION.

BY CLICKING THE "I ACCEPT", "AGREE" OR SIMILAR BUTTON, OR BY COPYING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE AND THE DOCUMENTATION, OR ALLOWING ANY OF THE FOREGOING ACTIONS TO OCCUR ON OR THROUGH YOUR ASSETS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, THAT YOU UNDERSTAND IT, THAT YOU ARE LEGALLY ABLE TO AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS.  IF YOU DO NOT AGREE TO ANY TERMS OF THIS EULA, THEN YOU MUST CLICK THE "DECLINE", "DISAGREE" OR SIMILAR 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 OR CAUSE ANY OF THE FOREGOING ACTIONS TO OCCUR ON OR THROUGH YOUR ASSETS. BY CLICKING THE "DECLINE" BUTTON, YOU UNDERSTAND THAT YOU WILL NOT BE ABLE TO DOWNLOAD OR USE THE SOFTWARE IN ANY WAY, SHAPE OR FORM.

THIS EULA CONTAINS, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER APPLICABLE TO USERS WHOSE BILL TO ADDRESS (AS DEFINED BELOW) IS IN THE UNITED STATES (INCLUDING ITS POSSESSIONS AND TERRITORIES).

GENERAL & SPECIFIC TERMS

This EULA contains two parts: (a) Part I sets out the general terms which apply to all Software and Documentation ("General Terms") and (b) Part II sets out terms which are specific to each Software and its accompanying Documentation that You use now or at any time in the future ("Specific Terms").  To the extent there is a conflict between the Specific Terms and the General Terms, the Specific Terms shall prevail. 

PART I: GENERAL TERMS

APPLICATION

IF YOU ARE USING THE SOFTWARE PURSUANT TO A LICENSE THAT WE HAVE GRANTED TO AN ORGANIZATION OR GROUP WHICH HAS HIRED YOU, YOU ARE SUBJECT TO THE TERMS OF THE BUSINESS USER LICENSE AGREEMENT ("BULA") WE HAVE WITH SUCH ORGANIZATION OR GROUP. 

YOUR ACCOUNT 

You may need to register an online account with Us ("Your Account") at one or more of the following sites (or successor sites) depending on the Software You are licensing from Us: https://my.parallels.com/register  or https://suite.winzip.com/login or https://idp.corel.com/idp/Authn/UserPassword#. Please review our privacy policy available at the following links https://www.corel.com/privacy and https://www.parallels.com/about/legal/privacy/ or successor sites ("Privacy Policy") for the terms and conditions which govern Your access to and control of Your Account. You are responsible for creating and maintaining the confidentiality of Your usernames and passwords, including those You use to access Your Account and/or to download a licensed copy of the Software. You are also responsible for any activity with respect to Your usernames and passwords and for downloading and installing the licensed copy of the Software. 

LICENSE TYPES

The Software is licensed, not sold. Depending on the type of Software, You may obtain a license from Us to use such Software on a limited fixed term basis ("Subscription License") or on a perpetual basis ("Perpetual License") to the extent available for such Software. For certain Software that is pre-installed, integrated or sold with an original equipment manufacturer’s ("OEM") device ("Bundled" or "Bundle" as the context requires), You may obtain a license to use such Software in accordance with the Specific Terms of that Software ("OEM License"). For the avoidance of doubt, a Perpetual License entitles You to use only the version of the Software for which You obtained that Perpetual License, and an OEM License entitles You to use only the version of the Software that has been Bundled with the OEM device.

LICENSE RESTRICTIONS

You shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the object code, source code, or underlying ideas or algorithms of the Software or any license keys You have obtained; (b) modify, translate, adapt, or create derivative works of the Software, Documentation, or any license keys that You have obtained in any way (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case You agree to first contact Us and provide Us an opportunity to create such changes as are needed for interoperability purposes); (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer the Software or any copy thereof (except as otherwise specified in the General Terms of this EULA); (d) use the Software for timesharing purposes or otherwise for the benefit of any other person or entity; (e) remove any proprietary notices from the Software or the Documentation or attempt to defeat any copy protection mechanism included with the Software; (f) use the Software for any purpose other than its intended purpose; (g) use the Software to attempt to gain or gain unauthorized access to any software as a service offering, cloud computing platform or any service provided by Us or our related systems or networks; or (h) use the Software for any illicit or prohibited purposes or as a means to infringe any third party rights. 

CHANGES 

We may, from time to time, revise, update and/or otherwise change this EULA ("Changes"). Such Changes shall be effective immediately; provided however, for existing customers who have licenses to use the Software as of the date such Changes are made, such Changes shall, unless otherwise stated, be effective 30 days after such Changes are posted online. Your continued use of the Software and/or Documentation following any Changes constitutes Your acceptance of such Changes. We may, but are not obligated to, notify You of Changes by email, using the email address You provided to Us at the time You purchased a Software license. However, it is Your responsibility to regularly check Our website at www.corel.com, www.parallels.com, www.winzip.com and www.mindmanager.com (or successor link) ("Website") to review any Changes to the current EULA. 

AGE OF MAJORITY

You must be the age of majority in Your state, province, territory, country, or jurisdiction to obtain a license from Us to use the Software and Documentation.

SUPPORT

Subject to Your continued compliance with the terms of this EULA, the purchase of a Subscription License or a Perpetual License will entitle You to receive free-of charge: (i) electronic web-based support including on-line tools as set out in www.corel.com/en/support/, www.parallels.com/support/, www.winzip.com/en/support/, and www.mindmanager.com/en/support/ (or any successor site); and (ii) during Our normal business hours, live support regarding basic installation and configuration issues. We reserve the right to change the scope of free support We provide and the applicable terms and conditions of such support at any time in Our sole discretion and without notice to You. You acknowledge that We have no express or implied obligation to announce or make available any updates, enhancements, modifications, revisions, or additions to the Software and that this EULA does not give You any rights in or to any of the foregoing. We may also offer additional support and/or maintenance services for certain Software under the terms of a separate agreement. If You purchase such support and/or maintenance services with the Software, such services will be provided to You pursuant to the terms and conditions of that separate agreement. We reserve the right to amend, modify, suspend, or terminate Our support and/or maintenance policies at any time.

SUNSETTED SOFTWARE

We may sunset / discontinue any Software ("Sunsetted Software"), in part or in whole, by providing written notice. If You prepaid a fee for a Subscription License for Software that We sunset before the expiration of Your then-current Subscription License, We will use commercially reasonable efforts to transition You to substantially similar Software. Notwithstanding anything to the contrary in this EULA, no Subscription Licenses for Sunsetted Software will be renewed. If You have purchased a Perpetual License for the Sunsetted Software, then subject to the terms of this EULA, You may continue to use the then-current version of that Sunsetted Software indefinitely, provided, however, that We will have no obligation to provide support services after the date of sunsetting the Software.

WARRANTY

We warrant that the physical 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 for the first thirty (30) days following the date of Your purchase ("Warranty Period") when used in an environment that We support in accordance with the Software Specific Terms, unless otherwise required by applicable law. If the physical media on which the Software is distributed is defective, Your sole and exclusive remedy will be for Us to replace the defective media and You shall only be entitled to such remedy if You return such defective media to Us within the Warranty Period. If the Software contains defects, Your sole and exclusive remedy will be for Us, at our option and sole discretion, (a) to use commercially reasonable efforts to correct the defects in the Software or (b) to replace the defective Software. Defects in the Software mean that the Software does not substantially conform to the description in its Documentation. If We are unable to correct or replace the defective Software, You may discontinue Your use of the licensed Software and terminate Your license to the Software. The above remedies for defects in the media and/or Software are Our sole and entire liability under this EULA. Our limited warranty obligations under this section are subject to the following conditions: (a) the Software must have been properly installed and used in accordance with the instructions in its Documentation; (b) no modification, alteration, or addition has been made to the Software by persons other than Us or Our authorized representative(s); and (c) We receive (i) written notice of the non-conformity; or (ii) the defective physical media, as applicable, within the Warranty Period.  The OEM Licenses are optimized for the OEM device that they are Bundled with, and hence may not operate properly on other devices. We therefore do not provide any warranty for use of Software under an OEM License on devices other than the original OEM device it was Bundled with. EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SOFTWARE AND ANY SUPPORT IN CONNECTION WITH SUCH 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 AGREEMENT, OR COMMUNICATION WITH YOU INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WE DO NOT WARRANT THAT THE SOFTWARE OR ANY SUPPORT IN CONNECTION THEREWITH WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR USE OF SUPPORT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.  OUR LIMITED WARRANTY OBLIGATIONS UNDER THIS SECTION DO NOT APPLY TO ANY SOFTWARE OR SUPPORT THAT WE LICENSE OR PROVIDE TO YOU FREE OF CHARGE INCLUDING, FOR EXAMPLE, SOFTWARE THAT YOU OBTAIN FOR EVALUATION AND/OR TRIAL PURPOSES. WHERE YOU OBTAIN SUCH SOFTWARE OR SUPPORT FREE OF CHARGE, YOU ARE DOING SO WITHOUT ANY WARRANTY WHATSOEVER AND YOU AGREE THAT YOUR USE OF THE SOFTWARE AND/OR SUPPORT WILL BE AT YOUR OWN RISK. THE SOFTWARE MAY CONTAIN "OPEN SOURCE" MATERIALS (E.G., ANY SOFTWARE SUBJECT TO OPEN SOURCE, COPYLEFT, GNU GENERAL PUBLIC LICENSE, LIBRARY GENERAL PUBLIC LICENSE, LESSER GENERAL PUBLIC LICENSE, MOZILLA LICENSE, BERKELEY SOFTWARE DISTRIBUTION LICENSE, OPENSOURCE INITIATIVE LICENSE, MIT, APACHE OR PUBLIC DOMAIN LICENSES, OR SIMILAR LICENSE) OR THIRD-PARTY SOFTWARE (AS DEFINED BELOW). WE MAKE NO WARRANTIES WITH RESPECT TO OPEN-SOURCE MATERIALS OR THIRD-PARTY SOFTWARE CONTAINED IN THE SOFTWARE. THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND WE EXPRESSLY ARE 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.

INDEMNIFICATION

You agree to indemnify and hold Us, Our affiliates and subsidiaries, their respective past and present 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) Your use or misuse of the Software or Documentation or any component thereof other than as permitted under this EULA; (b) Your breach of the EULA; (c) Your infringement, misappropriation or violation of any intellectual property or other rights of another person or entity; or (d) any content originated or stored by You.

LIMITATION OF LIABILITIES

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL WE, OUR AFFILIATES OR OUR SUBSIDIARIES OR ANY OF OUR OR THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS OR SERVICE PROVIDERS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST REVENUE OR PROFIT OR LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS OR GOODWILL, UNAUTHORIZED ACCESS TO, LOSS OR CORRUPTION OF ANY DATA, DELAYS, INTERRUPTION, INABILITY TO USE OR LOSS OF ANY SERVICES, COST OF COVER FOR SUBSTITUTE SERVICES, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, SYSTEM INCOMPATIBILITY OR BREACHES IN SYSTEM SECURITY, OR OTHER SUCH PECUNIARY LOSS HOWEVER CAUSED, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS EULA, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT OR OTHERWISE), WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

IN NO EVENT WILL WE, OUR AFFILIATES AND OUR SUBSIDIARIES, INCLUDING ANY OF OUR OR THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS EULA OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF (A) USD $100 OR (B) THE FEES PAID TO US UNDER THE EULA FOR UP TO THREE (3) MONTHS PRIOR TO THE INCIDENT GIVING RISE TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. 

NOTHING IN THIS EULA SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

If any above provision or provisions under this section shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect. 

EXPORT CONTROLS

The Software is subject to U.S. export control laws, including the U.S. Export Controls Act and associated regulations and may be subject to other U.S. and non-U.S. laws and regulations governing the export of software by physical and electronic means. 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 U.S. law, the laws of the jurisdiction in which You obtained the Software, 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 agree to comply with all applicable U.S. and non-U.S.  laws that apply to Us as well as end-user, end-use, and destination restrictions imposed by U.S. and/or non-U.S. governments. You also agree that You will not use the Software for any purposes prohibited by U.S. or non-U.S. law. 

ASSIGNMENT AND TRANSFER

We may assign this EULA in whole or in part. In the event of a merger, acquisition, sale or corporate transaction involving Us or Our affiliates or subsidiaries, Your continued use of the Software signifies Your agreement to be bound by the agreements and policies of the subsequent owner, if any. The Software may include product activation and other technology designed to prevent unauthorized use and copying. You may not transfer, sell, rent, lease, resell or loan any copies of the Software or assign any of Your rights or delegate or otherwise transfer any of Your obligations or performance under this EULA to any third party without Our prior written consent. For Perpetual Licenses and OEM Licenses only, if You obtained Your license to the Software in a Member State of the European Union or the European Economic Area (consisting of the member states of the European Union (EU) as well as Iceland, Liechtenstein, and Norway) ("EEA"), and You usually reside in the European Union or the EEA ("EEA User"), then the limitation in this section pertaining to transfer of a Software license shall not apply to You.

For EEA Users of the Perpetual Licenses, You may transfer, assign, sell or resell the original copy of the Software in Your possession or under Your control subject to the following conditions:

  1. The Software was lawfully put on the market in the EEA by Us or with Our consent.
  2. If You resell Your Perpetual License and transfer the original copy of the Software to the new buyer, You must destroy and make each individual copy of the Software You ever had useless.
  3. You must provide the new buyer with the information necessary to determine the extent of proper use. 

For EEA Users of the OEM Licenses, You may sell or resell Bundle or the original copy of the Software in Your possession or under Your control as a standalone product separately from the OEM device with which it was Bundled subject to the following conditions:

  1. The Bundle was lawfully put on the market in the EEA by Us or with Our consent.
  2. You must destroy and make each individual copy of the Software You ever had useless.
  3. You must provide the new buyer of the Software with the information necessary to determine the extent of proper use.

Should You not be the lawful original purchaser of the Perpetual License or OEM License for the Software, You are only entitled to use the Software if You lawfully acquired the original copy in accordance with this EULA. As a lawful subsequent buyer of a Perpetual License or OEM License, Your rights to use the Software are at all times defined and restricted by the terms and conditions of this EULA.

Any assignment in violation of the foregoing shall be void and of no effect. The EULA is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

GOVERNING LAW AND JURISDICTION 

If You are a resident of the United States (including its possessions and territories), then: (a) this EULA shall be governed by the federal laws of the United States and the laws of the State of Delaware; (b) any dispute or claim arising out of or in connection with this EULA which We and You have been unable to settle amicably ("Dispute") shall be settled through binding arbitration before the American Arbitration Association ("AAA"); and (c) any arbitration hearings will be held in Wilmington, Delaware.  The AAA rules identified below will govern the interpretation and enforcement of arbitration of Disputes with You under this section.

The AAA Consumer Arbitration Rules, available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf, shall govern Disputes in which the value of the claims is less than USD$50,000.  IF YOU DO NOT WISH TO BE BOUND BY THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS EULA. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO COREL CORPORATION, 1600 CARLING AVENUE, OTTAWA, ONTARIO, K1Z 8R7, CANADA, ATTN: LEGAL DEPARTMENT – WAIVER AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR EMAIL AND MAILING ADDRESSES, (3) YOUR LICENSE KEY, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. IF WE RECEIVE WRITTEN NOTIFICATION FROM YOU IN ACCORDANCE WITH THE FOREGOING PROVISION, THE COURTS OF WILMINGTON, DELAWARE, SHALL HAVE EXCLUSIVE JURISDICTION TO RESOLVE ANY DISPUTES BETWEEN US AND YOU.

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.

You may download or copy a form Notice and a form to initiate arbitration at www.adr.org. If You initiate the arbitration, Your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Rules. Regardless of who initiates the arbitration, We will pay any other arbitration fees, including Your share of arbitrator compensation. It is important that You understand that the arbitrator’s decision will be final, binding and may be entered as a judgment in any court of competent jurisdiction. 

If You are a resident in a country of the EEA or Switzerland, this EULA shall be governed by local law. If You are a resident of any other country, unless expressly prohibited by local law, this EULA shall be governed by the laws of the United States and the State of Delaware and any Dispute between You and Us regarding the Agreement will be subject to the exclusive jurisdiction of the state and federal courts in the State of Delaware. Except as expressly set forth herein to the extent permitted by applicable law, this EULA shall not prejudice the non-excludable, statutory rights of any party dealing as a consumer.    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.

NOTICE

WE MAY PROVIDE NOTICES TO YOU (1) VIA E-MAIL; (2) ON THIS PAGE (AS APPLICABLE) OR A SIMILAR PAGE OF OUR WEBSITE; OR (3) VIA THE SOFTWARE. You agree to provide accurate, current, and complete information as necessary for Us to communicate with You regarding the Software, to issue invoices or accept payment, or to contact You for related purposes. The delivery of any notice is effective when sent or posted, regardless of whether You read the notice or actually receive the delivery.  You can withdraw Your consent to receive notices electronically by discontinuing Your use of the Software.

COMMUNICATIONS FROM US

If You use Our Software, We may communicate with You via electronic messages, including email, text message/SMS, or mobile push notifications in accordance with Our Privacy Policy.

COMPLIANCE WITH LAWS

You agree to use the Software and Documentation 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 or Documentation for any purpose prohibited by applicable law.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that the Software and the Documentation are proprietary to Us and We retain all rights, title, and interest in and to the Software and 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 or Documentation. You are not granted any rights, license or interest to any of Our trademarks or service marks. You may not modify or create derivative works based upon the Software or Documentation. 

THIRD-PARTY SOFTWARE AND TECHNOLOGY

The Software may include various third-party software components or software services ("Third-Party Software"), which are provided under separate license terms (the "Third-Party Terms"), as detailed in the Third-Party Licensing Information available here Legal Information | Corel, Legal Info | MindManager, WinZip Legal Documents, Legal Notices | Parallels or on any successor site. We obtain such Third-Party Software from the respective owners "as is" for inclusion in the Software. You are permitted to use the Third-Party Software in conjunction with the Software, provided that such use is consistent with the terms of this EULA and the Third-Party Terms applicable to such Third-Party Software. Your use of Third-Party Software outside the scope of this EULA may be strictly prohibited and permission may be required to use such Third-Party Software from the respective owners in accordance with the Third-Party Terms. You may have broader rights to use the Third-Party Software under the applicable Third-Party Terms. Nothing in this EULA is intended to impose further restrictions on Your use of the Third-Party Software in accordance with any Third-Party Terms. The Software may also enable interoperation with certain other third-party operating systems and applications. We do not provide You with any licenses in respect of such third-party operating systems and applications and it is solely Your responsibility to obtain all such necessary licenses from respective vendors.

CONTENT

You own and are responsible for data, information, material or other content, including, maps, contacts, and files, that You create resulting from the use of Our Software or that You store within the Software ("Content"). You shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to Your Content. You agree that any loss or damage of any kind that occurs as a result of the use of any Content that You create or have created, upload, post, share, transmit, display or otherwise make available through Your use of the Software is solely Your responsibility and You will indemnify Us from any third party claims in relation to the Content in accordance with the Indemnification section. 

UPDATES

We may, from time to time, download and install Software updates, bug fixes, feature enhancements, or improvements ("Updates") automatically on the devices under Your control or possession unless You decline such Updates beforehand.  If You do not want to receive Updates, You must notify Us of Your choice, and, where the Software permits, disable the function that allows for automatic Updates. Otherwise, You agree to receive such Updates from Us as part of Your use of the Software.  If the Update is not installed, You may not receive full benefit of the Software or the Software may not perform properly. We have no obligation to provide any support to the Software without the installation of such Updates.  We also have no obligation to create Updates on any schedule and retain sole discretion to make Updates available. If an Update is necessary to comply with applicable law, to address a threatened or actual security breach in the Software under license, to replace technologies that may infringe third-party intellectual property rights, or for any other reason of similar significance to Us ("Mandatory Updates"), We will deliver such Mandatory Update to You along with a notice that the Update is a Mandatory Update.  You shall promptly install the Mandatory Updates, but in any event no later than ten (10) business days after receipt.  Your failure to timely install Mandatory Updates may result in the termination or suspension of Your license(s) for affected Software. 

We may also, from time to time, perform scheduled maintenance of the infrastructure and programming used to provide the Software, during which time You may experience some disruption to that Software or access to any associated accounts or services. Whenever reasonably practicable, We will provide You with advance notice of such maintenance. You acknowledge that, from time to time, We may need to perform emergency maintenance without providing You advance notice, during which time We may temporarily suspend Your access to, and use of, the Software or any associated accounts or services.

LICENSE COMPLIANCE 

You understand and acknowledge that We may, through a reporting function in the Software, remotely monitor the operation and usage of the Software for Our technical, operational, business and legal purposes, including for verifying compliance with the terms herein ("Verification"). You agree to facilitate such Verification including taking all actions to ensure that any firewall ports (as applicable) are open, and to notify Us if there are any operational issues that could prevent the Verification. You warrant that You have obtained all necessary consents and licenses for such Verification, including all consents and licenses for the use of data and information related to Your use of the Software.

ENTITY AUDITS

If You are an Entity who has obtained or allowed the obtaining of a license under this EULA to use any Software on or through Your Assets, You must keep records relating to all deployment, installation and/or use of Software. We have the right, at Our expense, to audit these records to verify Your compliance with this EULA and the scope of license granted to You under the Specific Terms. This audit may be conducted at any time during the terms of Your Subscription Licenses and for two years thereafter and/or the terms of Your Perpetual Licenses and for two years following any termination, but shall not be conducted more than once annually unless an audit reveals unlicensed use. In such case, We may conduct verification as frequently as quarterly for the subsequent annual period.

Our audit and verification process will require You to provide, within thirty (30) days of Our request, (a) raw data of all Software deployed, installed or used by or at Your direction throughout the Entity; (b) all valid purchase documentation for all licensed copies of the Software; and (c) any other information as We may reasonably request. Any verification may include an onsite audit conducted at Your relevant places of business upon thirty (30) days’ prior notice, during regular business hours, which will not unduly interfere with Your activities. Any information collected in the audit will be used solely for the purposes of determining compliance.

If the audit and verification shows that You, are deploying, installing, or using the Software, or allowing any of the foregoing to occur on or through Assets: (a) beyond the quantity that was licensed; or (b) in any way not permitted under this EULA, so that additional fees apply, You must pay the additional license fees, any applicable maintenance and support fees, interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and all expenses of recovery, within thirty (30) days after the invoice date. By exercising the rights and procedures described in this section, We do not waive Our rights to enforce this EULA or to protect Our intellectual property by any other means permitted by law.

Our audit and collection of any data and information with respect to Your use, installation, and deployment of Software shall be subject to the privacy terms specified in Our Privacy Policy. The audit rights set out under this section shall survive for two (2) years past the expiry or termination of the applicable license.

RIGHT TO USE DATA

You agree that We may collect data and related information including but not limited to technical information about Your device, system and application software, and peripherals related to Your use of the Software, and may use this information to provide services to You and to operate, provide, improve, and develop Our products, services, and technologies, to prevent or investigate fraudulent or inappropriate use of Our products, services, and technologies, for research and development, for anti-piracy purposes, to verify a valid registration, to identify if new Updates for the Software are available for Your device prior to sending You a notice to install a new Software update and for any other purposes described in this EULA, the Privacy Policy (available at https://www.corel.com/privacy and https://www.parallels.com/about/legal/privacy/), and the Cookies Notice (available at https://www.corel.com/en/cookies/ and https://www.parallels.com/cookie-policy/).   Personal information collected under this EULA will be subject to Our Privacy Policy.

PRICING, PAYMENT & RENEWAL

Our fees for licensing the Software directly from Us in accordance with this EULA are available on our Website and are subject to change at any time ("Fees"). Unless You have purchased a license through a reseller of Software licenses, We or our payments collection agent will charge the Fees to the payment method You have chosen for purchasing the license and send You a receipt to Your email address. The Fees will be determined in accordance with the license metrics pertaining to each Software as set out in the Specific Terms.  We or the reseller will also share with You a license certificate or order confirmation that specifies the type of license You have (Subscription or Perpetual), the term of Your license (if You have purchased a Subscription License), what versions of the Software are being licensed, the number of permitted devices on which You may deploy the Software, the type of support service and term of such service (if any), the Fees charged, taxes applicable and the license key to activate the Software and any other terms specific to the Software in question ("License Certificate"). All amounts payable under this EULA are non-refundable and without set-off or counterclaim. Unless any Software Specific Terms provide for automatic renewals of Subscription Licenses, We or our payments collection agent may send You one or more reminders to renew Your Subscription License before the expiry of its term ("Expiry"). 

TAXES

All fees are exclusive of any taxes, levies, or duties. You are wholly responsible for any taxes that may arise out of the EULA or Your purchase or use of the Software.  Notwithstanding the foregoing, sales tax, goods and services tax (GST) or value-added tax (VAT) may be charged in accordance with applicable laws and regulations. You confirm that We can rely on the "bill to" name and address You have provided at the time of ordering or paying for the Software license ("Bill to Name and Address") as being the place of supply for sales and income tax purposes. Where We are making a supply of services under Article 44 of VAT Directive 2006/112/EC, You confirm that We can rely on the Bill to Name and Address You provided to Us as being the place of supply for VAT purposes. You shall reimburse Us for the amount of any such taxes or duties which We have paid or incurred directly as a result of Our transactions with You, and You agree that We may charge any such reimbursable taxes to any payment method You have used to pay the associated Fees. 

SURVIVAL

Any provisions herein that by their nature should reasonably survive shall survive the expiry or termination of this EULA. Such provisions include but are not limited to Limitation of Liability, Warranty, Intellectual Property Rights, Indemnification, Data Use Rights, Governing Law and Jurisdiction.

FEEDBACK

You have no obligation to provide Us with ideas, comments, information, concepts, reviews, know-how, techniques, suggestions, documentations, proposals and/or any other material ("Feedback"). However, if You submit Feedback to Us, while You retain ownership of such Feedback, You hereby grant Us a nonexclusive, royalty-free, perpetual, irrevocable, transferable, unlimited license to use and otherwise exploit Your Feedback for any purpose worldwide. In addition, You agree not to enforce any "moral rights" in and to the Feedback, to the extent permitted by applicable law. Further, by submitting Feedback, You represent and warrant that (i) Your Feedback does not contain the confidential or proprietary information that belongs to any third parties; (ii) We are not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) We may have something similar to the Feedback already under consideration or in development; and (iv) You are not entitled to any compensation or reimbursement of any kind from Us for the Feedback under any circumstances.

ENTIRE AGREEMENT 

This EULA is the entire agreement between You and Us and supersedes any other communications or advertisements with respect to the Software and Documentation. The Software, or any feature or part thereof, may not be available in all languages or in all countries. If We have provided You with a translation of the English language version of this EULA, You agree that such translation is provided for Your convenience only and that the English language version, not the translation, of this EULA will be legally binding on You. The English language version of this EULA and not its translation(s) will govern in the event of a conflict between the English language version and a translation.

SEVERABILITY 

If any term or provision of the EULA is invalid, illegal or unenforceable in any jurisdiction: (i) the validity, legality and enforceability of the remaining provisions shall remain in full force and effect; (ii) such invalidity, illegality or unenforceability shall not extend to any other jurisdiction; and (iii) such invalidity, illegality or unenforceability shall not affect any other term or provision of the EULA or invalidate or render unenforceable such term or provision in any other jurisdiction.

HEADINGS

Headings under the EULA are intended only for convenience and shall not affect the interpretation of the EULA.

WAIVER AND AMENDMENT/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 be only modified in accordance with the section titled "Changes".

COMPATIBILITY 

Some Software versions may not be compatible with various computer operating systems and We may not release Updates establishing compatibility. The Software may not be compatible with computer operating systems that You may purchase now or in the future. You understand that Software may be incorporated into, and may incorporate itself into, software and other technology owned and controlled by third parties. This EULA remains effective with such incorporation. All third-party software or technology that may be distributed together with the Software as bundled third-party software may be subject to You explicitly accepting a license agreement with that third party.

EVALUATION SOFTWARE

If the Software is identified as a demonstration, evaluation or trial version in the applicable Documentation You may install and access the Software only for the purpose of evaluation and/or demonstration. Unless We have authorized You to do so, You may not use Our Software for competitive analysis or commercial, professional, or other for-profit purposes. You understand that at the end of the evaluation period, You must either stop using the Software or pay for a license to continue using it. If You fail to pay, then upon expiration of the evaluation period, You will be no longer authorized to use the Software and You must immediately discontinue use of the Software and delete and destroy all electronic copies of the Software including but not limited to all user Documentation that may have been provided as part of the evaluation from Your computer and any other computer devices on which You have installed the Software. Any attempt to circumvent any expiration date technology is in violation of this EULA and will automatically and immediately terminate Your license to use the Software.

EXPIRY, RESALE AND TERMINATION OF LICENSE

In addition to any other termination provisions set forth herein, You will lose all rights to the Software under this EULA if You: (a) have a Subscription License and have failed to renew Your Subscription License on Expiry; or (b) resell and transfer Your Perpetual License to another user under the above Assignment provision ("Resale") and do not have other Subscription Licenses or Perpetual Licenses. You may also lose all rights to the Software under a Perpetual License in accordance with this EULA if We offer and You accept to convert Your Perpetual License to a Subscription License ("Transition"). Upon such Transition, You must de-install and destroy all copies of the Software You obtained under Your Perpetual Licenses and certify to Us in writing that You have done so. We also reserve the right to terminate Your license to the Software with immediate effect upon written notice to You ("Termination") if You breach this EULA and such breach: (a) is a material breach; (b) is incapable of being cured; or (c) is curable but remains uncured for thirty (30) days after Your receipt of written notice of breach from Us.  Upon Expiry, Resale or Termination, You must promptly: (a) uninstall and discontinue using any copies of the Software in Your possession or under Your control; (b) return or destroy all Documentation and other materials received from Us; and (c) certify to us in writing that You have performed Your obligations post-Expiry, Resale, or Termination under (a) and (b) above. Except as otherwise stated herein, provisions of this EULA which by their nature should reasonably survive will survive Expiry, Resale or Termination.

THIRD PARTY BENEFICIARY

Our affiliates and licensors shall be a direct and intended third party beneficiary of this EULA.

FORCE MAJEURE 

We shall not be liable for any failure to perform Our obligations if such failure is a result of an event outside Our reasonable control. In such case We 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 terminate this EULA with respect to services not yet performed or products not yet provided upon written notice. Upon such termination, You must immediately pay Us any outstanding amounts owed.

PART II: SPECIFIC TERMS

A. SOFTWARE SPECIFIC TERMS FOR:

  • Corel Draw Graphic Suite / CorelDRAW Essentials / CorelDRAW Standard / CorelCAD / CorelDRAW Technical Suite,
  • Painter / Painter Essentials / Particle Shop / PaintShop Pro / PaintShop Pro Ultimate/ AfterShot Pro
  • Photo Mirage / Photo Video Bundle / Photo Brush Bundle
  • Word Perfect Office Standard /WordPerfect Professional /WordPerfect Home and Student
  • Gravit
  • PDF Fusion / PDF Document Writer
  • DVD Copy Plus / DVD Movie Factory Pro
  • VideoStudio / Motion Studio 3D / Pinnacle Studio
  • WinDVD / DVD Xpack / DVD+AVCHD Xpack / Ultimate Xpack
  • Corel MultiCam / Corel MultiCam Capture (XL)
  • Roxio Creator / Roxio Toast / Roxio Easy CD & DVD Burning 2 / Easy Video Copy & Convert / Roxio VHS to DVD Plus / Roxio LP to MP3

APPLICATION

The Specific Terms under this Section A apply to any version of the Software that We make available, under the above brand names on any platform and/or any operating systems.

LICENSE RIGHTS

Subject to Your acceptance of and compliance with the terms of this EULA and payment of the applicable fees for each license according to the License Metrics specified below, We hereby grant You a limited, non-exclusive, non-sublicensable, non-transferable (except as set forth under the General Terms), revocable right to use the Software on Supported Environments as described in the Documentation for the term of Your Perpetual License or Subscription License in accordance with the General and Specific Terms of this EULA solely for Your private, personal, individual work-related and non-commercial purposes.

For the purposes of the foregoing grant, "Supported Environments" mean the environments supported by Us for the Software, currently set forth in the Documentation accompanying the Software and/or as further set out in the product section for each Software listed under this Section A on the following site https://www.corel.com/en/ or any successor site.

Under the foregoing grant, You receive a usage right (license) to the Software, but You do not own the Software itself. The Software may include digital images, stock photographs, clip art, fonts, sounds or other works protected by copyright ("Stock Files"). The responsibilities and restrictions relating to the Software apply equally to the Stock Files. We reserve all rights not expressly granted to You in this EULA.

LICENSING METRICS FOR CORELDRAW GRAPHICS SUITE, CORELDRAW ESSENTIALS, CORELDRAW STANDARD, CORELDRAW TECHNICAL SUITE, AFTERSHOT, CORELCAD, PARTICLESHOP, PAINTER PRO, PAINTER ESSENTIALS, PAINTER, PAINTSHOP PRO, GRAVIT AND WORDPERFECT OFFICE

Subject to the restrictions set out under this EULA, a Subscription or Perpetual License for the above-mentioned Software allows You to download, install and/or use one original copy of the Software on up to two computing devices or electronic equipment ("Devices") which are under Your control and in Your possession.

You may not re-install the Software on a third Device unless: (a) an original Device fails and (b) the Software is completely deleted from an original Device. If authorization codes are required, You may need to contact Our customer service and request approval to re-install the Software on a new Device, and prove to Us that You deinstalled the Software from the failed original Device. Notwithstanding Your right to download and install the Software on two Devices, You may only use the Software on one Device at a time. You are also not eligible to download, install and/or use any applicable Software on a second Device if You: (a) are a resident of Cambodia, China, India, Indonesia, Hong Kong, South Korea, Malaysia, the Philippines, Singapore, Taiwan, Thailand, or Vietnam, or (b) have obtained a license to use a on a not-for-resale version of the Software.

LICENSING METRICS FOR PHOTO MIRAGE, PHOTO VIDEO BUNDLE, PHOTO BRUSH BUNDEL, PDF FUSION, PDF DOCUMENT WRITER, DVD COPY PLUS, DVD MOVIE FACTORY PRO, VIDEOSTUDIO, MOTION STUDIO 3D, PINNACLE, WINDVD, DVD XPACK, DVD+AVCHD XPACK, ULTIMATE XPACK, COREL MULTICAM / COREL MULTICAM CAPTURE (XL), ROXIO CREATOR, ROXIO TOAST, ROXIO EASY CD & DVD BURNING 2, EASY VIDEO COPY & CONVERT, ROXIO VHS TO DVD PLUS AND ROXIO LP TO MP3

Subject to the restrictions set out under this EULA, a Subscription or Perpetual License for the above-mentioned Software allows You to download, install and/or use one original copy of the Software on no more than one Device.

You may not re-install the Software on a second Device unless: (a) the original Device fails, and (b) the Software is completely deleted from the original Device. If authorization codes are required, You may need to contact Our customer service and request approval to re-install the Software on a new Device, and prove to Us that You deinstalled the Software from the failed original Device.

ACADEMIC VERSION

If You have a license to use a version of the Software that is labelled as an academic, home, home and student, student and teacher or education edition in the accompanying Documentation ("Academic Version"), in the packaging and/or in the purchase or download page of the Website and You qualify as an academic end user, You may install and download one copy of the Software on one Device solely for educational or exclusively private purposes and for no other purpose. Academic Versions of the Software may not be used for commercial, professional, or other for-profit purposes. You are not entitled to use an Academic Version of the Software unless You are faculty, staff member or degree, diploma, or certificate-seeking student at qualified educational institutions. Contact Us via Our Academic Software web page (www.corel.com/education/) or Your local reseller to determine whether You qualify as an academic end user and to learn more about Our academic programs and products. Work product and other data created with Academic Versions of the Software may contain certain notices and limitations that make the data unusable outside the educational use area. If You combine or link data created with educational institutional versions, student versions or personal learning editions of the Software with data otherwise created, then that data may also be affected by these notices and limitations.

OEM VERSION

If You are not an EEA User and have obtained an OEM License to use a version of the Software that is Bundled with a third-party OEM’s device ("OEM Version"), then You may not install, re-install or use that OEM Version on any Device other than the OEM device. Notwithstanding anything to the contrary in the General Terms of this EULA or in these Specific Terms, if You are only using an OEM Version, then: (a) You shall not be entitled to any updates, upgrades or support services, and (b) Your use of that OEM Version is tied to the OEM product and expires when the OEM product ceases to work.

If You decide to sell Your OEM Version at any time, then You may only do so in accordance with the assignment and transfer provision under the General Terms.

If You are an EEA User who bought a Bundle then You may only install, re-install or use the OEM Version on a Device other than the OEM device after de-bundling, uninstalling and completely removing that OEM Version from the OEM device. If You are an EEA User who bought an OEM Version as a standalone product separately from the OEM device in accordance with the assignment and transfer provision of the General Terms, then notwithstanding anything to the contrary in this section You may install and use that OEM Version on no more than one Device.

LICENSE RESTRICTIONS

The Software may include product activation and other technology designed to prevent unauthorized use and copying. You may not bundle, integrate or combine the Software or any Software executable (E.G., .EXE, .MSI, .ISO or .DMG or similar executable now known or later developed) with any third-party software add-on or offer except pursuant to a separate express, written, fully executed agreement with Us.

This EULA does not allow installation of the Software on any hardware partition, blade, or terminal server or within any internal network or virtual private network for establishing, maintaining and managing connections with and between Your device, or any remote or cloud server (collectively "Virtualization Environment"). You may not allow the Software to be accessed, operated, or viewed from, or installed or uploaded to, other computers through a network connection. A separate license agreement must be entered into with Us to obtain the right to use the Software for a Virtualization Environment, network connections, or volume purchases. You agree that if the Software requires mandatory registration, activation, or email validation, You will complete the process providing Us with accurate information. You will not be able to use the Software until You complete such activation and/or registration process.

You may have up to five Licenses for Software which would allow You to install a single copy of the Software on up to five Devices. If You are an Entity that is acquiring, or allowing the acquiring of, such Licenses for use of the Software on or through Your Assets, then the foregoing limitation of number of Licenses would apply throughout Your organization. If You need to use more than five Licenses, then You must purchase a License for the business edition of the Software, where available, under the terms of the BULA.  The foregoing limitation of the number of Licenses You may acquire for Software does not apply to Software for which We do not have a business edition. For the purposes of this foregoing provision the term "License" shall mean a Subscription License and/or Perpetual License.

If You are an Entity that is acquiring, or allowing the acquiring of Perpetual Licenses or OEM Licenses for use of the Software on or through Your Assets, and want to use, or are allowing the use of, different (downgraded or upgraded) versions of such Software on or through Your Assets, then You must purchase: (a) a Subscription License for the business edition of the Software, where available, under the terms of the BULA, and/or (b) a Perpetual License for the business edition of the Software, where available, under the terms of the BULA along with maintenance and support services for such Software in accordance with Our terms for providing such services. Without such purchase You cannot use, and must not allow the use of, any different versions of the Software (other than the version associated with the Perpetual License and/or OEM License) on or through any of Your Assets.

ADDITIONAL TERMS APPLICABLE TO SOFTWARE PURCHASED OUTSIDE OF THE EUROPEAN ECONOMIC AREA

If You are located in a state outside the EEA and You want to purchase a license to use the Software, You must lawfully acquire the Software from Our authorized resellers or from Our authorized store, eStore, or website located in the country where You want to use the Software. Otherwise, You do not have the right to use the Software.

If You are located in Cambodia, China, India, Indonesia, Hong Kong, South Korea, Malaysia, the Philippines, Singapore, Taiwan, Thailand, or Vietnam, You may only purchase the Software from Our authorized store, eStore, or a website that is listed on Our then current list of authorized resellers, which can be found here:

India - https://www.corelindia.co.in/channel-partners_corel

China - https://www.corel.com/en/partner-locator/

All others - https://www.corel.com/en/partner-locator/

ADDITIONAL TERMS APPLICABLE TO USERS OF WORDPERFECT OFFICE

You acknowledge this product may incorporate intellectual property owned by Microsoft Corporation. The terms and conditions upon which Microsoft licenses its intellectual property can be obtained by contacting Microsoft Corporation.

ADDITIONAL TERMS APPLICABLE TO USERS OF CLIPART, STOCK PHOTO IMAGES, VIDEO CONTENT, AUDIO CLIPS, FONTS AND SAMPLE CONTENT

Our Software may contain or provide access to clipart, photo images, video content, audio clips (collectively referred to as the "Images or Clips"), software data files that render typeface designs when used in conjunction with appropriate hardware and software (for example only, without limitation,.ttf or .otf files) referred to as "Font Software", and the graphic rendering generated by the Font Software (referred to as "Font Output"), and sample content such as forms, templates, "tubes", "creatures" or similar items (collectively referred to as the "Sample Content") that are (i) owned by Us; (ii) open source technology; and/or (iii) licensed from a third-party. Except as required below or as specified with the applicable content, as a user of Our Software You are free to use, modify and publish the Images or Clips, Font Output or Sample Content only as follows: You may (i) incorporate any Images or Clips, Font Output or Sample Content into Your own original work and publish, display and distribute Your work in any media, provided You include a copyright notice in Your work reflecting the copyright ownership of both You and Us as follows: "Copyright (c) 20___ [Your name], Corel Corporation and its licensors. All rights reserved."; and (ii) make one (1) copy of the Images or Clips, Font Software, or Sample Content for backup or archival purposes. YOU MAY NOT (i) resell, sublicense or otherwise make available the Images or Clips, or Font Software for use or distribution separately or detached from a product or web page. For example, the Images or Clips or Font Output may be used by You as part of a web page design, but not be made available for downloading separately (use of the Font Software as a web font, utilizing the CSS3@font-face specification or similar is specifically prohibited) or in a format designed or intended for permanent storage or re-use by others; (ii) provide the Images or Clips or Font Software to third parties or permit the use of the Images or Clips or Font Software or Font Output by third parties separately or as part of any other product, provided, however, that third parties may be provided with copies of the Images or Clips or Font Output (including in digital files) as part of a work product; (iii) use the Images or Clips, Font Software, Font Output, or Sample Content for any other purpose which is prohibited by law; (iv) use any of the Images or Clips which contain identifiable individuals or entities for any commercial purpose including, without limitation, in a manner which suggests their association with or endorsement of any product or service; (v) rent, lease, sublicense or lend the Images or Clips or Font Software or Font Output, or any copies thereof, to another person or legal entity; (vi) modify the Font Software in any way; or (vii) use any Images or Clips, Font Software or Font Output or Sample Content except as expressly permitted by this EULA.

Notwithstanding anything to the contrary contained herein any open source Font Software may be used and/or re-distributed in accordance with the applicable open source license(s).

ADDITIONAL TERMS APPLICABLE TO USERS OF WINDVD, ROXIO CREATOR AND VIDEOSTUDIO

You acknowledge that use of the Software in any manner that complies with the MPEG-2 or MPEG-4 standard is expressly prohibited without a license under applicable patents in the MPEG-2 patent portfolio or MPEG-4 patent portfolio, as applicable, which license is available from MPEG LA, L.L.C. (http://www.mpegla.com/main/default.aspx), 6312 S. Fiddlers Green Circle, Suite 400E, Greenwood Village, Colorado, 80111, USA. You acknowledge that the Software may be licensed under the VC-1 patent portfolio license for the personal and non-commercial use of a consumer to (1) encode video in compliance with the VC-1 standard ("VC-1 video") and/or (2) decode VC-1 video that was encoded by a consumer engaged in a personal and non-commercial activity and/or was obtained from a video provider licensed to provide VC-1 video. No license is granted or shall be implied for any other use. Additional information may be obtained from MPEG LA, L.L.C. (http://www.mpegla.com/main/default.aspx). You acknowledge that the Software may be licensed under the AVC patent portfolio license for the personal and non-commercial use of a consumer to (a) encode video in compliance with the AVC standard ("AVC video") and/or (b) decode AVC video that was encoded by a consumer engaged in a personal and non-commercial activity and/or was obtained from a video provider licensed to provide AVC video. No license is granted or shall be implied for any other use. Additional information may be obtained from MPEG LA, L.L.C. (http://www.mpegla.com/main/default.aspx). You agree that the Software may be licensed under the MP3 license. Supply of the Software does not convey a license or imply any right to distribute MP3-encoded or MP3PRO-encoded data in revenue-generating broadcast systems, streaming applications, other content distribution systems, or on physical media. An independent license for such use is required. Additional information may be obtained from the MP3 licensing website (http://mp3licensing.com). If You have purchased the Software as a retail standalone product, We have paid the royalties for the above licenses.

ADDITIONAL TERMS APPLICABLE TO ROXIO CREATOR

This Software MAY contain certain third-party materials and technology and the use of the Software is therefore subject to the following additional notices, limitations, requirements, restrictions, disclaimers and liability limitations, as applicable:

(a) MP3 and MP3Pro Codecs. If the Software contains MP3 or MP3Pro codecs or technology, supply of the Software does not convey a license nor imply any right to distribute content created with the Software in revenue-generating broadcast systems (terrestrial, satellite, cable and/or other networks), streaming applications (via Internet, intranets, and/or other networks) other content distributions systems (pay-audio or audio-on demand applications and the like) or on physical media (compact discs, digital versatile discs, semiconductor chips, hard drives, memory cards and the like). An independent license for such use may be required. For details, please visit http://mp3licensing.com.

(b) Windows Media Format SDK. Content providers may be using the Microsoft digital rights management technology for Windows Media distributed with the Software ("WM-DRM") to protect the integrity of their content ("Secure Content") so that their intellectual property, including copyright, in such content is not misappropriated. Portions of the Software and other third-party applications may use WM-DRM to play Secure Content ("WM-DRM Software"). If the WM-DRM Software's security has been compromised, owners of Secure Content ("Secure Content Owners") may request that Microsoft revoke the WM-DRM Software's right to copy, display and/or play Secure Content. Revocation does not alter the WM-DRM Software's ability to play unprotected content. A list of revoked WM-DRM Software is sent to Your computer whenever You download a license for Secure Content from the Internet. Microsoft may, in conjunction with such license, also download revocation lists onto Your computer on behalf of Secure Content Owners. Secure Content Owners may also require You to upgrade some of the WM-DRM components distributed with the Software ("WM-DRM Upgrades") before accessing their content. When You attempt to play such content, WM-DRM Software built by Microsoft will notify You that a WM-DRM Upgrade is required and then ask for Your consent before the WM-DRM Upgrade is downloaded. Non-Microsoft WM-DRM Software may do the same. If You decline the upgrade, You will not be able to access content that requires the WM-DRM Upgrade; however, You will still be able to access unprotected content and Secure Content that does not require the upgrade. WM-DRM features that access the Internet, such as acquiring new licenses and/or performing a required WM-DRM Upgrade, can be switched off. When these features are switched off, You will still be able to play Secure Content if You have a valid license for such content already stored on Your computer.

(c) MPEG-2. The Software may be licensed under the MPEG-2 patent portfolio license offered by MPEG LA. Any use of the Software other than consumer personal use in a manner that complies with the MPEG-2 Standard for encoding video information for packaged media is expressly prohibited without a license under applicable patents in the MPEG-2 Patent Portfolio, which license is available from MPEG LA, 250 Steele Street, Suite 300, Denver, Colorado 80206.

(d) VC-1. The Software may be licensed under the VC-1 patent portfolio license for the personal and non-commercial use of a consumer to (i) encode video in compliance with the VC-1 standard ("VC-1 Video") and/or (ii) decode VC-1 Video that was encoded by a consumer engaged in a personal and non-commercial activity and/or was obtained from a video provider licensed to provide VC-1 Video. No license is granted or shall be implied for any other use. Additional information may be obtained from MPEG LA, LLC. See HTTP://www.mpegla.com.

(e) AVC. The Software may be licensed under the AVC patent portfolio license for the personal and non-commercial use of a consumer to (i) encode video in compliance with the AVC standard ("AVC Video") and/or (ii) decode AVC Video that was encoded by a consumer engaged in a personal and non-commercial activity and/or was obtained from a video provider licensed to provide AVC Video. No license is granted or shall be implied for any other use. Additional information may be obtained from MPEG LA, LLC. See HTTP://www.mpegla.com.

(f) MPEG-4. The Software may be licensed under the MPEG-4 patent portfolio license offered by MPEG LA. USE OF THIS PRODUCT IN ANY MANNER THAT COMPLIES WITH THE MPEG-4 VISUAL STANDARD IS PROHIBITED, EXCEPT FOR USE BY A CONSUMER ENGAGING IN PERSONAL AND NON-COMMERCIAL ACTIVITIES.

(g) Use of Clipart, Photo Objects and Photographic Images. You may, subject to the restrictions set out below, incorporate any clipart and photo images licensed from third parties (the "Images") into Your own original work and publish, display and distribute Your work in any media. You may not, however, resell, sublicense or otherwise make available the Images for use or distribution separately or detached from a product or web page. For example, the Images may be used as part of a web page design but may not be made available for downloading separately or in a format designed or intended for permanent storage or reuse by others. Similarly, clients may be provided with copies of the Images (including digital files) as an integral part of a work product but may not be provided with the Images or permitted to use the Images separately or as part of any other product. You may also, subject to the restrictions set out below, make one (1) copy of the Images for backup or archival purposes. You may not create obscene, defamatory or otherwise illegal works using the Images nor use the Images for any other purpose which is prohibited by law. You may not use or permit the use of the Images or any part thereof as a trademark or service mark or claim any proprietary rights of any sort in the Images or in any part thereof. You may not use the Images in electronic format, online or in multimedia applications unless the Images are incorporated for viewing purposes only and no permission is given to download or save the Images for any reason. You may not rent, lease, sublicense or lend the Images, or a copy thereof, to another person or legal entity. You may, however, transfer all Your license to use the Images to another person or legal entity, provided that (i) You transfer the Images and this license, including all copies (except copies incorporated into Your work product as permitted under this Agreement), to such person or entity, (ii) that You retain no copies, including copies stored on a computer or other storage device, and (iii) the receiving party agrees to be bound by the terms and conditions of this Agreement. You may not use any Images except as expressly permitted by this license. You may not use the Images related to identifiable individuals, products or entities in a manner which suggests their association with or endorsement of any product or service unless You clearly print a statement which indicates that in the case of an individual or recognizable product, the person/product is used for illustrative purposes only.

(h) LAME MP3 Encoder. The Software may use the LAME MP3 Encoder Library under the GNU Lesser General Public License. If so, a copy of this license can be found in Your product install folder. Within three (3) years of Your purchase of the Software, You may request a copy of the source code of the LAME MP3 Encoder Library by contacting Corel's customer support. You will be charged a fee for the cost of distribution of the code to You.

(i) Gracenote Database/Data. The Software may contain software from Gracenote, Inc. of Emeryville, California ("Gracenote"). The software from Gracenote (the "Gracenote Client") enables the Software to do online disc identification and obtain music-related information, including name, artist, track, and title information ("Gracenote Data") from online servers ("Gracenote Servers") and to perform other functions. You may use Gracenote Data only by means of the intended End-User functions of the Software.

You agree that You will use Gracenote Data, the Gracenote Client, and Gracenote Servers for Your own personal non-commercial use only. You agree not to assign, copy, transfer or transmit the Gracenote Client or any Gracenote Data to any third party. YOU AGREE NOT TO USE OR EXPLOIT GRACENOTE DATA, THE GRACENOTE CLIENT, OR GRACENOTE SERVERS, EXCEPT AS EXPRESSLY PERMITTED HEREIN.

You agree that Your non-exclusive license to use the Gracenote Data, the Gracenote Client, and Gracenote Servers will terminate if You violate these restrictions. If Your license terminates, You agree to cease any and all use of the Gracenote Data, the Gracenote Client, and Gracenote Servers. Gracenote reserves all rights in Gracenote Data, the Gracenote Client, and the Gracenote Servers, including all ownership rights. You agree that Gracenote may enforce its rights under this Agreement against You directly in its own name.

The Gracenote Service uses a unique identifier to track queries for statistical purposes. The purpose of this randomly assigned numeric identifier is to allow the Gracenote service to count queries without knowing anything about who You are. For more information, see the web page for the Gracenote Privacy Policy for the Gracenote Service.

By using the Software, You agree that the Gracenote software may submit a waveform signature to Gracenote. A waveform signature is a distillation of the sound-wave information in the music itself and helps the Gracenote service to identify artist and title information for digital music files. A waveform signature does not contain any information about You or Your computer, and computing the waveform signature should have no noticeable effect on the performance of Your computer. For more information, see the FAQ (Frequently Asked Questions) page, and the Privacy Policy for the Gracenote Service.

The Gracenote Client and each item of Gracenote Data are licensed to You "AS IS." Gracenote makes no representations or warranties, express or implied, regarding the accuracy of any Gracenote Data from in the Gracenote Servers. Gracenote reserves the right to delete Data from the Gracenote Servers or to change Data categories for any cause that Gracenote deems sufficient. No warranty is made that the Gracenote Client or Gracenote Servers are error-free or that functioning of Gracenote Client or Gracenote Servers will be uninterrupted. Gracenote is not obligated to provide You with any new enhanced or additional Data types or categories that Gracenote may choose to provide in the future and is free to discontinue its online service at any time.

GRACENOTE DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GRACENOTE DOES NOT WARRANT THE RESULTS THAT WILL BE OBTAINED BY YOUR USE OF THE GRACENOTE CLIENT OR ANY GRACENOTE CDDB SERVER. IN NO CASE WILL GRACENOTE BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR ANY LOST PROFITS OR LOST REVENUES.

B. SOFTWARE SPECIFIC TERMS FOR MINDMANAGER:

APPLICATION

These Specific Terms apply to any version of the Software that We make available, under the brand name "MindManager", except for the version of the Software titled "MindManager Enterprise",  on any platform and/or any operating systems.

DEFINITIONS

Unless otherwise stated or the context requires, the following terms shall have the meanings ascribed to them below for the purposes of this Section B only. Any undefined capitalized terms which appear herein shall have the meanings ascribed to them in the General Terms.  

"Cloud Operating Features" means Our virtualized pool of resources, functionalities, operating features, storage, databases, networking, software, analytics, and intelligence deliverable over the internet which We may decide to provide for the SaaS Offering from time to time, 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 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.

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

"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 We make available via the cloud. 

"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.

"Product Upgrades", "Product Updates", and "Patches" are defined in the Corel Product Releases and Maintenance Policy: https://www.mindmanager.com/en/support/product-releases-and-maintenance-policy or in any successor site. 

"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. 

"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. 

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

"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.

"Supported Environment" means the environments supported by Us for the Software, currently set forth at http://mindmanager.com/support/product-resources/system-reqs or in any successor site.

"User Credentials" means the access and use privileges which You create by registering an account with Us (as set out under the LICENSE METRICS Section below) to access and use the Documentation, the Software Installation and/or the SaaS Offering in accordance with this EULA, which includes Your personal identification data including but not limited to Your email address.

LICENSE RIGHTS 

Subject to Your acceptance of and compliance with the terms of this EULA and payment of the applicable fees for each license according to the License Metrics specified below, We hereby grant You a limited, non-exclusive, non-sublicensable, non-transferable (except as set forth under the General Terms), revocable right to use the Software in Supported Environments as described in the Documentation for the term of Your Perpetual License or Subscription License in accordance with the General and Specific Terms of this EULA solely for Your private, personal, individual work-related and non-commercial purposes.

LICENSE METRICS

Software Installations. Subject to the conditions specified herein and as set out in the License Certificate, a license grants You during the License Term, the right to: 

  1. install the Software on no more than one desktop or laptop computer; or 
  2. run the Software from Our authorized online sources via a browser enabled installation on no more than one desktop or laptop computer.  

Software Installations are available under Perpetual Licenses and Subscription Licenses. 

SaaS Offering. To be able to exercise a license for a SaaS Offering as set out herein You must have:

  1. purchased specific Subscription Licenses for the SaaS Offering in Your License Certificate; and 
  2. agreed to the Account & Services Terms and Conditions available at the following link https://www.mindmanager.com/en/company/legal/ or any successor site ("T&Cs") and hereby incorporated herein by reference to them in this EULA.

SaaS Offerings are available under Subscriptions Licenses only.

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. 

Your purchase of a license for the SaaS Offering in accordance with this EULA allows You 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, those of the Supported Environment, and in compliance with the T&Cs to gain access to and use the SaaS Offering. Upon such registration, You shall receive Your User Credentials which will allow You to use the SaaS Offering and its Cloud Operating Features as further specified below.

You may use Your 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 the Software Installation simultaneously;
  2. the MindManager Go Mobile App on up to and no more than two smart phones and/or tablets and the Software Installation simultaneously; and 
  3. the MindManager Go Mobile App from no more than two smart phones and/or tablets simultaneously. 

You shall at all times protect Your SaaS Offering account details and password and the devices You use to access 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 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 this EULA as applicable). You agree not to:

  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, e.g. sending unsolicited advertisements (SPAM). 

We can suspend Your 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 Corel, its users, or the public or is required by law.

License Term. Unless otherwise specified in the License Certificate:

Your purchase of a Perpetual License allows You to use Software Installations for an indefinite Perpetual Term unless Your Perpetual License is suspended or terminated for any reason.

The initial Subscription Term is one year commencing from the date of Your purchase of the Subscription License and is automatically renewable in accordance with the Automatic Renewals Section below. 

When 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 and remove and/or destroy the Software. We reserve the right to require certification of the removal and/or destruction of the Software.

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. 

Content. Your User Content must comply with applicable laws and conform to the Our Content Standards at: https://www.mindmanager.com/content-standards or any successor site, which are hereby incorporated by reference.

LICENSE RESTRICTIONS

This EULA does not allow installation of the Software on any hardware partition, blade, or terminal server or within any internal network or virtual private network for establishing, maintaining and managing connections with and between Your device, or any remote or cloud server (collectively "Virtualization Environment"). You may not allow the Software to be accessed, operated, or viewed from, or installed or uploaded to, other computers through a network connection. A separate license agreement must be entered into with Us to obtain the right to use the Software for a Virtualization Environment, network connections, or volume purchases. You agree that if the Software requires mandatory registration, activation, or email validation, You will complete the process providing Us with accurate information. Your technical ability to use the Software is suspended until You complete such activation and/or registration process. 

You may have up to five Licenses for the Software. If You are an Entity that is acquiring, or allowing the acquiring of, such Licenses for use of the Software on or through Your Assets, then the foregoing limitation of number of Licenses would apply throughout Your organization. If You need to use more than five Licenses, then You must purchase a License for the equivalent edition or a business / enterprise edition of the Software, where available, under the terms of the BULA. The foregoing limitation of the number of Licenses You may acquire for Software does not apply to Software for which We do not have an equivalent edition or business edition under the terms of the BULA. For the purposes of this foregoing provision the term “License” shall mean a Subscription License and/or Perpetual License.

AUTOMATIC RENEWALS

A Subscription License will be automatically renewed annually for one year Subscription Terms and You will be charged or invoiced unless You notify Us at least 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 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 next 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 PRODUCT UPGRADES, UPDATES & PATCHES Section below. 

PRODUCT UPGRADES, UPDATES & PATCHES 

A Subscription License to the Software entitles You to receive free Product Upgrades and Product Updates. A Perpetual License to the Software entitles You to receive 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 or Product Updates 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 this EULA. We may use any technical information You provide to Us for any business purposes, without restriction, including for product support and development. 

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 a 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.

SOFTWARE INTEROPERABILITY AND SHARED CONTENT SECURITY

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.

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 highly confidential in nature.

THIRD-PARTY MATERIALS, SITES AND RESOURCES 

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. 

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 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.

C. SOFTWARE SPECIFIC TERMS FOR WINZIP STANDARD, WINZIP PRO, WINZIP MAC EDITION, SYSTEM UTITLITIES SUITE, REGISTRY OPTIMIZER, DRIVER UPDATE, WINZIP PDF PRO, WINZIP COURIER, WINZIP SELF EXTRACTOR, AND ZIPSHARE

APPLICATION

The Specific Terms under this Section C apply to any version of the Software that We make available, under the above brand names on any platform and/or any operating systems.

LICENSE RIGHTS

Subject to Your acceptance of and compliance with the terms of this EULA and payment of the applicable fees for each license according to the License Metrics below, We hereby grant You a limited, non-exclusive, non-sublicensable, non-transferable (except as set forth under the General Terms), revocable right to use the Software on a Supported Environment as described in the Documentation for the term of Your Perpetual License or Subscription License in accordance with the General and Specific Terms of this EULA solely for Your private, personal, individual work-related and non-commercial purposes. For the purposes of the foregoing grant, "Supported Environments" mean the environments supported by Us for the Software, currently set forth in the Documentation accompanying the Software and/or as further set out in the product section for each Software listed under this Section C on the following site https://www.winzip.com/en/ or any successor site.

LICENSE METRICS

A Subscription or Perpetual License allows You to download and install one original copy of the Software on up to three computing devices or electronic equipment ("Devices") only which are under Your control or possession. You may not re-install the Software on a third Device unless: (a) the original Device fails, and (b) the Software is completely deleted from the original Device. If authorization codes are required, You may need to contact Our customer service and request approval to re-install the Software on a new Device, and prove to Us that You deinstalled the Software from the failed original Device.   If You have obtained a license to use a not-for-resale ("NFR") version of the Software then You may not install, re-install or use that NFR version of the Software on a second Device.

OEM VERSION

If You are not an EEA User and have obtained an OEM License to use a version of the Software that is Bundled with a third-party OEM’s device ("OEM Version"), then You may not install, re-install or use that OEM Version on any Device other than the OEM device. Notwithstanding anything to the contrary in the General Terms of this EULA or in these Specific Terms, if You are only using an OEM Version, then: (a) You shall not be entitled to any updates, upgrades or support services, and (b) Your use of that OEM Version is tied to the OEM product and expires when the OEM product ceases to work.

If You decide to sell Your OEM Version at any time, then You may only do so in accordance with the assignment and transfer provision under the General Terms.

If You are an EEA User who bought a Bundle then You may only install, re-install or use the OEM Version on a Device other than the OEM device after de-bundling, uninstalling and completely removing that OEM Version from the OEM device. If You are an EEA User who bought an OEM Version as a standalone product separately from the OEM device in accordance with the assignment and transfer provision of the General Terms, then notwithstanding anything to the contrary in this section You may install and use that OEM Version on no more than one Device.

ZIPSHARE BRANDED SOFTWARE

The foregoing provision under the License Metrics section does not apply to ZipShare Branded Software. You may access and use Our cloud computing features for ZipShare SaaS simultaneously from multiple devices using a: (a) free of charge license to the ZipShare Branded Software, or, (b) Subscription License to the ZipShare Pro Software. To use either license You must register Your Account with Us in accordance with the General Terms of this EULA. Your license to use the Zipshare Branded Software as set out herein is subject to the limitations set out at the following website https://zipshare.com/aboutus#faq or any successor site ("ZipShare Website").

For the purposes of this provision the terms: 

  1. "Cloud Computing Features" means our virtualized pool of resources, functionalities, operating features, storage, databases, networking, software, analytics, and intelligence deliverable over the internet for the provision of the ZipShare SaaS;    
  2. "ZipShare Branded Software" means the Software under the brand name "ZipShare" or the brand name "ZipShare Pro" as set out at the ZipShare Website; and
  3. "ZipShare SaaS" means the access to and use of the ZipShare Branded Software and its Documentation as hosted by Us and provided as a software-as-a-service offering via the cloud internet. 

Your use of the ZipShare Branded Software and ZipShare SaaS 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: 

  1. use the ZipShare SaaS in a way that violates any applicable laws or regulations;
  2. distribute viruses or other harmful or malicious computer code via the ZipShare SaaS; 
  3. engage in any conduct that disrupts or impedes the ZipShare SaaS;
  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 ZipShare SaaS or that uses web "bots" or similar data gathering or extraction methods; or 
  5. use the ZipShare SaaS for purposes for which it is not designed/intended, e.g. sending unsolicited advertisements (SPAM).

We can suspend Your  access to the  ZipShare Branded Software and ZipShare SaaS 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 ZipShare SaaS; or
  3. that such a suspension is needed to protect the rights, property, or safety of Corel, its users, or the public or is required by law. 

SOFTWARE EDITIONS ONLY AVAILABLE UNDER SUBSCRIPTION

The following products of the Software are solely available under a Subscription License:

  • WinZip System Utilities Suite
  • WinZip Registry Optimizer
  • WinZip Driver Updater
  • WinZip Standard Suite
  • WinZip Pro Suite
  • WinZip Ultimate Suite
  • WinZip PDF Pro
  • ZipShare Pro

TERM & RENEWAL OF A SUBSCRIPTION LICENSE

The term of a Subscription License for the Software is an initial period of one year from the time of Your payment of the Fees and will automatically renew for additional one year periods until You terminate Your Subscription License by notifying us via email of Your intent to discontinue Your use of the Software.

LICENSE RESTRICTIONS

The Software may include product activation and other technology designed to prevent unauthorized use and copying. You may not sell, rent, lease, resell or loan the Software (except as otherwise specified in the General Terms). You may not rent, lease, loan, reverse engineer, reengineer, decompile, translate, reconstruct, transform, extract or disassemble any version of the Software or any portion thereof or create any derivative works of the Software. You may not wrap the Software or any Software executable (E.G., .EXE, .MSI, .ISO or .DMG or similar executable now known or later developed) with any third-party software add-on or offer except pursuant to a separate express, written, fully-executed agreement with Us.

This EULA does not allow installation of the Software on any hardware partition, blade, or terminal server or within any internal network or virtual private network for establishing, maintaining and managing connections with and between Your device, or any remote or cloud server (collectively "Virtualization Environment"). You may not allow the Software to be accessed, operated, or viewed from, or installed or uploaded to other computers through a network connection. A separate license agreement must be entered into with Us to obtain the right to use the Software for a Virtualization Environment, network connections, or volume purchases. You agree that if the Software requires mandatory registration, activation, or email validation, You will complete the process providing Us with accurate information. Your technical ability to use the Software is suspended until You complete such activation and/or registration process. 

You may have up to a hundred Licenses for Software which would allow You to install a single copy of the Software on up to a hundred Devices. If You are an Entity that is acquiring, or allowing the acquiring of, such Licenses for use of the Software on or through Your Assets, then the foregoing limitation of number of Licenses would apply throughout Your organization. If You need to use more than a hundred Licenses, then You must purchase a License for the equivalent edition or a business / enterprise edition of the Software, where available, under the terms of the BULA. The foregoing limitation of the number of Licenses You may acquire for Software does not apply to Software for which We do not have an equivalent edition or business edition under the terms of the BULA. For the purposes of this foregoing provision the term "License" shall mean a Subscription License and/or Perpetual License.

If You are an Entity that is acquiring, or allowing the acquiring of Perpetual Licenses or OEM Licenses for use of the Software on or through Your Assets, and want to use, or are allowing the use of, different (downgraded or upgraded) versions of such Software on or through Your Assets, then You must purchase: (a) a Subscription License for the business / enterprise edition of the Software, where available, under the terms of the BULA, and/or (b) a Perpetual License for the business edition of the Software, where available, under the terms of the BULA along with maintenance and support services for such Software in accordance with Our terms for providing such services. Without such purchase You cannot use, and must not allow the use of, any different versions of the Software (other than the version associated with the Perpetual License and/or OEM License) on or through any of Your Assets.

ADDITIONAL TERMS APPLICABLE TO SOFTWARE PURCHASED OUTSIDE OF THE EUROPEAN ECONOMIC AREA

If You are located in a state outside the EEA where You want to purchase a license to use the Software, You must lawfully acquire a license to the Software from Our authorized resellers. Otherwise, You will not be entitled to any benefits under this EULA with respect to the Software. For the avoidance of doubt, You may only purchase the Software from Corel’s authorized store, eStore, or website located in the country where You want to use the Software. 

ENCRYPTION TECHNOLOGY CONTAINED IN WINZIP PRODUCTS

YOU AGREE THAT WE CANNOT GUARANTEE THAT THE ENCRYPTION TECHNOLOGY CONTAINED IN THE SOFTWARE IS COMPLETELY SECURE FROM DECODING BY THIRD PARTIES. ACCORDINGLY, WE WILL NOT BE RESPONSIBLE FOR ANY LOSSES WHATSOEVER RESULTING FROM THIRD PARTY DECODING OF, OR ACCESS TO, YOUR FILES.

Self-extracting Zip files created by WinZip's 'Self Extractor' trial version Software may contain extractor software ("Extraction Software"). You may not alter or modify the Extraction Software, nor give anyone permission to do so. Under no circumstances are You licensed to distribute Extraction Software. If You create self-extracting Zip files using an evaluation version of WinZip Self Extractor Software You may not transmit Your Zip files to a third party. However, the fully licensed (non-trial version of) WinZip Self Extractor may be used to create an unlimited number of freely distributable, royalty-free, self-extracting Zip files subject to the terms of this EULA.

D. SOFTWARE SPECIFIC TERMS FOR PARALLELS DESKTOP (STANDARD AND PRO), PARALLELS ACCESS, PARALLELS TOOLBOX, AND PARALLELS CLIENT

APPLICATION

The Specific Terms under this Section D apply to any version of the Software that We make available, under the above brand names on any platform and/or any operating systems.

SOFTWARE COMMON TERMS

The following provisions under these Specific Terms of Section D shall commonly apply to all Software listed under this Section D.

License rights

Subject to Your acceptance of and compliance with the terms of this EULA and payment of the applicable fees for each license according to the License Metrics specified below, We hereby grant You a limited, nonexclusive, nontransferable (except as set forth in the Section titled "Assignment" under the General Terms and the below Section titled "Qualifications to License Rights" under the Individual Terms for Parallels Client), non-sublicensable, revocable license to use the Software on Supported Environments as described in the Documentation for the term of Your Perpetual License or Subscription License in accordance with the General and Specific Terms of this EULA solely for Your private, personal, individual work-related and non-commercial purposes .

For the purposes of the foregoing grant, "Supported Environments" mean the environments supported by Us for the Software, currently set forth in the Documentation accompanying the Software and/or as further set out in the product section for each Software listed under this Section D on the following site https://www.parallels.com/ or any successor site.

Parallels MyAccount

The Software requires mandatory registration of an online account with Us ("Your Account") at the following site (or successor site): https://my.parallels.com/register or in product at the time of Your first use of the Software. You will complete the process providing Us with accurate information. You will not be able to use the Software until You complete such registration process.

SOFTWARE INDIVIDUAL TERMS

The following individual terms shall govern and apply according to the type of Software that You are licensing from Us under this Section D as further set out below.

Individual Terms for Parallels Desktop (Standard and Pro Editions)

Parallels Tools.  The Parallels Desktop Software includes Parallels Tools which are a suite of utilities and drivers which enhances the performance and functionality of Parallels’ Desktop Virtual Machine. You may distribute and install Parallels Tools to enhance performance and functionality of Parallels Virtual Machines. For the purposes of this section: "Parallels Desktop Software" means the Software branded with "Parallels® Desktop" and "Parallels Desktop Virtual Machine" means a set of computer files which the Parallels Desktop Software uses to provide the data necessary for the Software to create and operate a computing environment with an operating system which simulate that of an actual computer. 

Licensing metrics

The Software is available under both Perpetual and Subscription Licenses. Each license allows You to install and use one copy of the Software on a single computing device. You may have up to five licenses for the Software which would allow You to install a single copy of the Software on up to five computing devices. If You are an Entity that is acquiring, or allowing the acquiring of, such licenses for use of the Software on or through Your Assets, then the foregoing limitation of number of licenses would apply throughout Your organization. If You need to use more than five Licenses, then You must purchase a license for the business edition of the Software under the terms of the BULA. 

Individual Terms for Parallels Toolbox

Licensing metrics 

The Software is available as Subscription Licenses only. Each License key allows You to install and/or use one copy of the Software on:

  • only one computing device at a time owned, leased, or otherwise controlled by You; and
  • a Parallels’ Desktop Virtual Machine.

Individual Terms for Parallels Access

Licensing metrics

The Software is available under a Subscription License only. Each Subscription License allows You to:

  1. install the Software on up to five Authorized Remote Devices;
  2. install on an unlimited number of iOS, iPadOS, macOS, or Android applications enabled devices, and 
  3. access Your Authorized Remote Devices from such devices and/or any web browser after logging into Your Parallels Account.

For purposes of Parallels Access Software, the term Authorized Remote Device means a remote computer with the Parallels Access Software installed that is linked to Your Parallels Account. 

Individual Terms for Parallels Client

For Parallels RAS Software, this EULA solely governs Your use of the RAS Client Software, also referred to as Parallels Client. Your RAS Server Software use is governed by separate RAS licensing terms.

For the purposes of this section:

The term "Authorized Concurrent Users" means users who are accessing the Parallels Remote Application Server simultaneously, each of which can establish any number of connections to the Server Software in accordance with Your organization’s RAS licensing terms.

The term "RAS Client Software" or "Parallels Client" means Parallels’ proprietary software application that Parallels makes available online for Authorized Concurrent Users: (i) as a gateway on a web browser, where upon providing their login credentials, such Authorized Concurrent Users can connect to the Server Software; (ii) as a platform-specific application for downloading and installation on personal computers or other devices where upon such downloading and installation, such Authorized Concurrent Users can connect to the Server Software or any remote server that uses a standard remote desktop protocol ("RDP"); or (iii) through any other means of technology, communication and/or connection hereafter developed that allows such Authorized Concurrent Users to use the Server Software.

The term "RAS Server Software" or "Server Software" means Parallels’ proprietary software that is located on physical or virtual servers to which Client Software connects and that allows Authorized Concurrent Users to remotely access and virtually run third party solutions and applications on their devices.

The term "RAS" means Parallels’ proprietary remote application server.

Qualifications to License rights

Notwithstanding the license rights under the common terms, You may use Parallels Client as an Authorized Concurrent User of an organization or group to connect to the RAS Server Software or as an individual end user to connect to any remote server that uses RDP. The terms of this EULA apply to Your use of the RAS Client Software for business purposes where You are an Authorized Concurrent User (regardless of the contrary stated in the General Terms).

Licensing metrics

The RAS Client Software is available for different types of operating systems, web based and/or platform specific systems. You may, free of charge (notwithstanding anything to the contrary in the General Terms), install and use multiple copies of the RAS Client Software on multiple computing devices or for HTML5 RAS Client access and use the RAS Client Software online upon providing Your login credentials.

UPDATE 

This EULA has been updated on March 8, 2022. For the prior version of this EULA please visit Legal Information | Corel, Legal Info | MindManager, WinZip Legal Documents, Legal Notices | Parallels.