1. Acceptance of Terms.
b. You may not use the Services if you are prohibited by Law (as defined below in Section 2(c)) from receiving or using the Services. Unless expressly stated in the Additional Terms for any given Service, you may not use the Services unless you are fully able and competent to enter into the conditions, obligations, representations and other terms of these General Terms and are either of legal age to form a binding contract with Corel, possess legal parental or guardian consent or are an emancipated minor. In particular, unless expressly stated in the Additional Terms for any given Service, you affirm that you are over the age of 13 and acknowledge that these Services were not intended for children under 13.
c. Corel makes certain Services and Materials available only if you have paid a fee in addition to a software license fee or have provided Corel certain registration information and/or created a Corel.com account with ID and password or other log-in ID and password (collectively, “Account Information”). Some Services may also be subject to a subscription or other agreement, posted guidelines, rules, or terms of service (“Additional Terms”). If there is any conflict between the General Terms and the Additional Terms, the Additional Terms take precedence in relation to that Service. The General Terms and any applicable Additional Terms and all other documents incorporated by reference in these General Terms are referred to herein as the “Terms”.
d. Corel may change the Terms from time to time at its sole discretion, including by imposing a charge for access to or use of a Service. If such changes are made, Corel will make a new copy of the General Terms available at https://www.corel.com/tos, with any new Additional Terms made available to you from within or through the affected Service. Corel may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. Otherwise, your continued use of any affected Service constitutes your acceptance of the changes. Your use of the Services is subject to the most current version of the Terms posted on or through the affected Service at the time of such use. It is your responsibility to regularly check https://www.corel.com/tos to review the current General Terms and Addition Terms.
e. Services and Materials provided by third parties may be governed by separate agreements which accompany such Services and Materials.
2. Use of Services and Materials.
a. You agree to adhere to all limitations on dissemination, use and reproduction of any Materials that you download or access from the Services.
b. You agree that your Account Information will always be complete, accurate and up-to-date. It is your responsibility to keep your Account Information confidential at all times and you are solely responsible for all activity that occurs to your Account Information when you are logged in to your account. If you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to notify Corel immediately. You may not use another person's Account Information. Corel may require that you change your Account Information or certain parts of your Account Information at any time for any reason.
c. You agree to use the Services and the Materials only for purposes that are permitted by the Terms and any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction (including any laws regarding the export of data or software to and from the United States or other applicable countries) (“Law”).
d. You agree not to access or attempt to access the Services by any means other than the interface provided by Corel or circumvent any access or use restrictions put into place to prevent certain uses of the Services.
e. You agree to keep a valid, up-to-date, and regularly monitored email address with your Account Information as Corel might be providing you timely notifications related to your memberships, subscriptions and services covered by these Terms Of Service such as auto-renewal notification and new benefits related to your membership and/or subscription.
a. The Services and Materials, and their selection and arrangement, are protected by copyright, trademark, trade dress, patent, trade secret, unfair competition, and other intellectual and proprietary rights (the “Intellectual Property Rights”). Except as expressly provided in the Terms, Corel and its suppliers do not grant any express or implied rights to use the Services and Materials.
b. The trademarks, logos and service marks displayed on the Services (the “Marks”) are the property of Corel or third parties. You are not permitted to use the Marks without the prior consent of Corel or the third party that may own the Marks. Please refer to the posted trademark information at https://www.corel.com/trademarks for information regarding Corel Marks.
4. Use of Software.
Any Software that is made available via the Services is the property of Corel and its licensors and suppliers. If the Software made available via the Services is accompanied by license terms, then use of such Software is governed by the terms of such license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the hyperlinks referenced in the Software. Some license terms are available for review at https://www.corel.com/eula. Other license terms may only be posted with the Software downloads or at the web page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, redistribution or use on a service bureau basis. If there is any conflict between these Terms and the license agreement provided with such Software, the license agreement shall take precedence in relation to that Software; except only that if the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes.
For clarity, your use of the Software is also subject to the disclaimers and limitations in Section 10, below and your compliance with the export control provisions of Section 13.
5a. Use of Materials.
Use of Materials is governed solely by the Corel End User License Agreement of which the latest version is available at https://www.corel.com/eula.
5b. User contributed content
Corel may enable certain Software to allow you to upload to Corel's servers certain content (“User Content”) created by you for the purpose of sharing the User Content with other users of the Software.
All User Content is your sole responsibility. Corel has, except as otherwise set forth herein, no ownership or control over any User Content. You are responsible for protecting any intellectual property rights in User Content, and Corel shall not have any responsibility for protecting them. Notwithstanding the foregoing, you hereby grant Corel a worldwide, non-exclusive, perpetual, royalty-free license to the User Content to reproduce, adapt, distribute and publish such User Content to other users of the Software. You also agree that the content you contribute will be made available to other users in accordance with the Creative Commons Attribution 3.0 Unported license, located at (http://creativecommons.org/licenses/by/3.0/, the current version thereof, or another license as specified when contributing the content. Your User Content in any publicly accessible area of the Software may be accessed, displayed, viewed, stored and reproduced by any other user and Corel accepts no responsibility for any other user's use thereof. Corel may review and remove any User Content that it feels violates this Agreement, applicable laws, rules or regulations, though Corel won't be obligated to do so. Corel may take any action with User Content it deems necessary or appropriate to avoid or mitigate liability for Corel or damage to Corel's brand or public image, though it won't be obligated to do so. You acknowledge that Corel will track and store meta-data, including your username and related information, relating to User Content.
You hereby warrant that any and all of your User Content shall be wholly-owned by you, shall not infringe on the intellectual property or other rights of any other person or entity and shall comply with all intellectual property and similar laws. You further warrant that any such User Content shall not contain any elements which may reasonably be considered offensive or immoral, or which would violate applicable laws, rules or regulations. You further warrant that you shall not upload any User Content which contains any elements which may be dangerous or harmful to Corel other users, or any of such parties' hardware, servers or software.
Any violation of your responsibilities regarding User Content may constitute violation of federal and international law, and may result in criminal and civil penalties.
Please see the Corel End User License Agreement of which the latest version is available at https://www.corel.com/eula for your rights and responsibilities in providing feedback to Corel.
7. Links to Third Party Sites.
The Services and Materials may include links that will take you to other sites outside of the Services (“Linked Sites”). The Linked Sites are provided by Corel to you as a convenience and the inclusion of the links does not imply any endorsement by Corel of any Linked Site. Corel has no control of the Linked Sites and you agree that Corel is not responsible for the availability or contents of any Linked Site (including any advertising, products or other materials on or available from such Linked Site), any link contained in a Linked Site, or any changes or updates to a Linked Site.
8. Modifications to Services and Materials, Service Interruptions.
a. Corel may at any time and from time to time modify or discontinue, temporarily or permanently, the Services or Materials, or any portion thereof, with or without notice. You agree that Corel shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services or Materials.
b. There may be unanticipated interruptions in the availability of the Services or Materials, or any portion thereof. You agree that Corel shall not be liable to you or any third party for such interruptions regardless of the duration of the interruption. Notwithstanding the foregoing, Corel will use commercially reasonable efforts to remedy any such interruption expeditiously.
a. The Terms will continue to apply until terminated by either you or Corel as set forth below.
b. If you want to terminate your agreement with Corel, you may do so by (i) notifying Corel at any time and (ii) closing your account for all of the Services or Materials that you use, where Corel has made this option available to you. Closing your account and terminating your agreement with Corel can be done by contacting the Corel Customer Service at https://www.corel.com/contactus.
c. Corel may at any time terminate the Terms (or portion thereof, such as any individual Additional Terms) with you if:
i. You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
ii. Corel is required to do so by Law (for example, where the provision of the Services or Materials to you is, or becomes, unlawful);
iii. The provision of the Services to you by Corel is, in Corel's opinion, no longer commercially viable;
iv. Corel has elected to discontinue the Services or Materials (or any part thereof); or
v. You do not pay to Corel, when due, subscription amounts required to maintain your rights to the Services and Materials hereunder.
d. Except as may be set forth in any Additional Terms applicable to a particular Service, termination of your account may include: (i) removal of access to all offerings within the Services; (ii) deletion of Account Information, including your personal information, corel.com log-in ID and password, and all related information,; and (iii) barring of further use of the Services.
e. You agree that all terminations for cause shall be made in Corel's sole discretion and that Corel shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Services and Materials.
f. Upon expiration or termination of the Terms, you shall promptly discontinue use of the Services and Materials. However, any of Corel's disclaimers or limitations of damages of liabilities hereunder and Sections 2, 3, 6-9, 10, 12, and 14-16 will survive any termination or expiration of the Terms.
10. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
a. THE SITE, SERVICES AND MATERIALS ARE PROVIDED BY COREL “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, COREL MAKES NO WARRANTY THAT (I) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE SITE, SERVICES OR MATERIALS WILL MEET YOUR EXPECTATIONS; OR THAT (IV) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COREL OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
b. COREL SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SERVICES AND YOUR USE OF MATERIALS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. COREL ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SERVICES.
c. Corel does not control, endorse or accept responsibility for any materials or services offered by third parties accessible through linked sites. Corel makes no representations or warranties whatsoever about, and shall not be liable for, any such third parties, their materials or services. Any dealings that you may have with such third parties are at your own risk.
d. Corel is not be liable for any loss that you may incur as a result of someone else using your password or account or account information in connection with the site or any services or materials, either with or without your knowledge.
e. Some jurisdictions do not allow the exclusion of certain warranties, the limitation or exclusion of implied warranties, or limitations on how long an implied warranty may last, so the above limitations may not apply to you.
11. International Users.
a. The Services can be accessed from various countries around the world and may contain references to Services and Materials that are not available in your country. These references do not imply that Corel intends to announce such Services or Materials in your country.
b. These Services are controlled, operated and administered by Corel Corporation. Corel makes no representation that the Services or Materials are appropriate or available for use by you in your location, and access to the Services from jurisdictions where the Services or Materials are illegal is prohibited. Corel reserves the right to block access to the Services or Materials by certain users and/or locations around the world. You are responsible for compliance with all local Laws.
12. Limitation of Liability.
a. IN NO EVENT SHALL COREL, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF COREL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SITE, SERVICES OR MATERIALS. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE COREL'S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF COREL OR ITS EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.
b. Corel's aggregate liability and that of its affiliates and suppliers under or in connection with this agreement shall be limited to one hundred United States dollars ($100) or the aggregate amount paid by you for access to the service, whichever is larger. This limitation will apply even if Corel has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.
c. The limitations and exclusions in this Section 12 apply to the maximum extent permitted by applicable law in your jurisdiction. Some jurisdictions prohibit the exclusion or limitation of liability for incidental, consequential or punitive damages. Accordingly, the limitations and exclusions set forth above may not apply to you.
13. Export Control Laws.
You acknowledge and agree that products, services or technology provided by Corel are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Corel products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
14. Indemnity and Liability.
You agree to indemnify and hold Corel and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your use of the Services or Materials, your connection to the Services or Materials, your access to or use of Linked Sites and your connections therewith, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights.
15. Resolution of Disputes.
a. All matters relating to your access to, or use of, the Services or Materials shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to conflict of laws principles thereof. Each party hereby attorns to the jurisdiction of the courts of the Province of Ontario and agrees not to oppose any action brought in Ontario on the basis that the courts of Ontario are not an appropriate or convenient forum for same. The parties hereby confirm that it is their wish that this Agreement, as well as all other documents relating hereto, including all notices, have been and shall be drawn up in the English language. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.
b. All claims you bring against Corel must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, Corel may recover attorneys' fees and costs up to U.S. $5,000, provided that Corel has notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
c. Notwithstanding the foregoing, in the event of your or others' unauthorized access to or use of the Services or Materials in violation of the Terms you agree that Corel shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
a. Any notice provided to Corel pursuant to the Terms should be sent to 1600 Carling Avenue, Ottawa, Ontario K1Z 8R7, Attention: General Counsel.
b. It is the express wish of the parties that the Terms, any Additional Terms and all related documents have been drawn up in English. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents qui s'y rattachent, y compris tout avis, soient rédigés en anglais.
c. Corel may provide you with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on or within the Services, or other reasonable means now known or hereafter developed.
d. The Terms constitute the entire agreement between Corel and you with respect to your access to or use of the Services and Materials and supersede any prior agreements between you and Corel on such subject matter. Notwithstanding the foregoing, the Corel End User License Agreement, the latest version of which is available at https://www.corel.com/eula, shall also form part of this Agreement to the extent it is herein referenced, provided that in the event of a conflict between this Agreement and the Corel End User License Agreement, the Corel End User License Agreement shall control, including but not limited to your rights and responsibilities for use of the Software.
e. You may not assign or otherwise transfer the Terms, or any right granted hereunder, without Corel's written consent. Corel's rights under the Terms are freely transferable by Corel.
f. If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
g. Any failure by Corel to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.
September 2013 (1.0)