Software-Specific Terms: MindManager

1. APPLICATION

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

2. DEFINITIONS

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

  • "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 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.
  • "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 the EULA and as specified in the License Certificate (notwithstanding the definition of Subscription License under the General Terms of the 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.

3. LICENSE RIGHTS

Subject to Your acceptance of and compliance with the terms of the 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 the EULA solely for Your private, personal, individual work-related and non-commercial purposes.

4. 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 MindManager User Account & MindManager Cloud Services Terms and Conditions available at the following link www.mindmanager.com/legal or any successor site ("T&Cs") and hereby incorporated herein by reference to them in the EULA.

SaaS Offerings are available under Subscriptions Licenses only.

To the extent that any of the provisions of the EULA are inconsistent or conflict with those of the T&Cs, the T&Cs shall govern and supersede the provisions of the EULA solely in respect of the SaaS Offering.

Your purchase of a license for the SaaS Offering in accordance with the 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 the 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.

5. LICENSE RESTRICTIONS

The 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.

6. 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.

7. PRODUCT UPGRADES, UPDATES & PATCHES

A Subscription License to the Software entitles You to receive free Product Upgrades, also known as major releases, introducing important new features or significantly enhancing existing product functionality, Product Updates, also known as minor or maintenance releases, incorporating service packs that provide bug fixes and, may also include, other minor fixes or modifications that enhance product usage or functionality, and patches on an as-needed basis to provide interim or emergency fixes to one or more critical problems. A Perpetual License to the Software entitles You to receive Product Updates and patches free of charge for the first twelve months of the Perpetual Term. A Perpetual License does not entitle You to receive any Product Upgrades free of charge. Except as otherwise provided at the time of download or provision by Us, any supplemental software code or related materials that We provide to You as part of any support services, paid or otherwise, are to be considered part of the Software and are subject to the 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 the 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.

8. 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.

9. 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.