Website Terms of Service

1. GENERAL

1.1 These Website Terms of Services (these “Terms”) describe Your rights and obligations when You (a) place an order through www.corel.com, www.winzip.com and/or www.mindmanager.com (or any successor site) (each a, “Website"), as well as all associated sites that are linked to, redirect to, or otherwise reference a Website or these Terms; (b) use or browse a Website for any other purpose; and (c) access related services, including the online store, download area, communications forums ("Forums"), technical support and product information (collectively, the "Services"). These Services are provided by Corel Corporation (“We” or “Us”). These Terms constitute an agreement between the user (“You”) and Us and govern Your use of the Services.

1.2 PLEASE NOTE THAT THESE TERMS CONTAIN INDEMNIFICATION, GOVERNING LAW, DISPUTE RESOLUTION, ASSUMPTION OF RISK AND DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY SECTIONS THAT AFFECT YOUR RIGHTS, INCLUDING YOUR ABILITY TO BRING LEGAL CLAIMS AGAINST US. Please read these Terms and any other terms referenced in this document carefully. By using our Services, You agree that You have read, understand, and are bound by these Terms. If You are using the Services on behalf of Your employer, You represent to Us that You are authorized to accept these Terms on Your employer’s behalf. If You are using or otherwise participating in the Forums, You represent to Us that You are at least 18 years of age. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PLEASE DO NOT USE THE SERVICES.

2. CHANGES TO TERMS AND SERVICES; TERMINATION

2.1 We may revise these Terms at our discretion from time to time by displaying notices or links to notices to You generally on the Services or posting the new Terms on the Website, with the new terms taking effect on the date of posting. You should review these Terms every time You use the Services as they are binding on You. If You do not agree with any such revisions or any new versions of these Terms, You should not, and You are not granted a right to, use the Services.

2.2 We reserve the right, at any time and in our sole discretion, to modify, suspend, or discontinue the Services, in whole or in part, temporarily or permanently, with or without prior notice. This includes, but is not limited to, changes to our online store, Software offerings, products, services, programs, and pricing. We may also, at our sole discretion, suspend or terminate: (a) Your User Account (as defined below); (b) Your access to or use of the Services; and/or (c) any other service provided by Us. Additionally, We may remove and discard any Submissions (as defined below), for any reason, including but not limited to inactivity or a belief that You have violated these Terms or acted inconsistently with their intent. Termination may be carried out without prior notice. In such cases, We may immediately deactivate or delete Your User Account and all related information, files, and content, and/or restrict any further access to such data or the Services. We shall not be liable to You or to any third party for any modification, suspension, or termination of the Services, Your User Account, or access to any related content or features.

3. YOUR OBLIGATIONS/USE OF YOUR DATA

3.1 Subject to the terms and conditions of these Terms, We grant You a right to use the Services. Your right to use the Services will terminate immediately in the event that You are in breach of any of these Terms. We may terminate this right at any time for any reason or no reason. Except for the rights expressly granted herein, We reserve all other rights, and no other rights, licenses or permissions are granted by implication or otherwise.

3.2 In consideration of Your use of the Services, You agree to be solely responsible for: (a) providing true, accurate, current, and complete information about Yourself as requested through the Services, including but not limited to, information provided during registration, purchase or other interactions with the Services ("User Data"), and (b) maintaining and promptly updating the User Data to keep it true, accurate, current and complete. You do not need to create an account (“User Account”) to access the Services; however, We may, from time to time, restrict access to certain features, parts, or content of the Services, or the entire Service to only those users who have created a User Account. You are solely responsible for the security and confidentiality of Your User Account, including Your password to access that User Account. Furthermore, You are entirely responsible for any and all activities that occur under Your User Account. You agree to immediately notify Us of any unauthorized use of Your User Account or any other breach of Your User Account’s security of which You become aware. It is Your responsibility to implement appropriate security precautions based on Your individual needs and how You intend to use the Services. If any information You provide is false, inaccurate, outdated, or incomplete—or if We reasonably suspect that to be the case— We may suspend or terminate Your User Account and deny You access to some or all of the Services, now or in the future.

3.3 By creating a User Account, You agree to receive service-related electronic communications from us. You agree that any notices, agreements, disclosures or other communications that We send to You electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You may opt-out of receiving promotional emails that You have previously opted-in to at any time by following the instructions to unsubscribe, as provided therein.

3.4 Our use of personal data and our use of cookies are described in full in our Privacy Policy and Cookies Policy (or any successor links). If You have any questions about how We process Your personal data, please feel free to contact Us at privacy@corel.com.

4. YOUR CONDUCT; SUBMISSIONS

4.1 You agree to use the Services and post Submissions in accordance with our Acceptable Use Policy found here.

4.2 Except where expressly provided otherwise by Us, all comments, feedback, information or materials submitted to Us through or in association with the Website and/or in the Forums, including ideas or suggestions for new or improved software products, technologies, marketing/advertising campaigns or product names, data, articles, documents, discussion forum threads, blog entries, computer code, such as software sample code, source code, scripts, patches, bug fixes, binaries or executables, or other information (collectively, "Submissions") shall be considered non-confidential and property of Ours.

4.3 By providing Submissions to Us, You irrevocably assign to Us, without compensation, all worldwide right, title and interest, including all copyrights and other intellectual property rights, in and to the Submissions. We shall have the unrestricted right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the Submissions, in whole or in part, in any form, media, or technology now known or hereafter developed. This includes, but is not limited to, reposting Submissions to other areas of the Forums, incorporating them into existing or future products or services, or providing or selling them to third parties. Therefore, do not upload Submissions to the Forums unless You agree to these Terms and are willing to grant Us these rights. We are under no obligation to use, display, or retain any Submission, and reserve the right, at Our sole discretion, to remove any Submission at any time and for any reason, without notice. You acknowledge that You are solely responsible for the content of Your Submissions. This includes ensuring their legality, accuracy, reliability, appropriateness, originality, and compliance with applicable intellectual property laws. We disclaim all responsibility and liability for Submissions provided by You or any third party.

4.4 In order to grant Us and other users of the Services the rights contained herein, You represent and warrant that: (a) You own or otherwise have all necessary rights, licenses, and permissions to upload, share, and grant the rights to the Submissions as described in these Terms and (b) Your Submissions do not infringe or violate any patent, copyright, trademark, trade secret, or other proprietary rights of any third party. Do not post, upload, submit or otherwise provide Submissions to the Forums that are protected by the intellectual property rights of others, unless You own or have the necessary rights or licenses to use such Submissions.

4.5 By uploading Submissions to the Forums, You warrant that You are not uploading viruses, worms, Trojan horses or other malicious, illegal, or unlawful code which is designed to interrupt, destroy, or limit the functionality of any software or hardware. ALL SUBMISSIONS AVAILABLE FOR DOWNLOAD AND/OR USE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND YOU ASSUME ALL RISKS ASSOCIATED WITH THE SUBMISSIONS THAT YOU DOWNLOAD. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES FOR ANY CLAIMS ARISING OUT OF YOUR DOWNLOAD AND/OR USE OF SUCH SUBMISSIONS.

4.6 We are under no obligation to, and We do not control the Submissions created, provided or uploaded to the Forums. The nature of some Submissions may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We reserve the right to take down and remove Submissions that are flagged by users or deemed by Us as objectionable. However, We are under no duty to take down or remove any Submissions or otherwise review Submissions.

5. THIRD-PARTY PAYMENT PROCESSORS; PURCHASES; OTHER TERMS AND CONDITIONS

5.1 If You purchase Software (as defined below) or other products or services through a Website, You may be redirected to a third-party payment processor (a “Payment Processor”) to complete Your transaction. A Payment Processor is an independent service provider that processes payments on Our behalf and is not controlled by Us. All payment information, including credit card details, is provided directly to the Payment Processor and is subject to their privacy policy and terms of service. You agree to pay Us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the payment terms set forth on the applicable Website, and You authorize Us, through Our Payment Processor, to charge Your chosen payment method. We do not store or have access to Your full payment information. We are not responsible for any issues arising from or related to the processing of payments by any Payment Processor, including but not limited to payment failures, data breaches, or errors in billing. You acknowledge and agree that Your use of any Payment Processor is entirely at Your own risk. We reserve the right to correct, or to instruct Our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.

5.2 Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Website, including contests, promotions or other similar features, all of which terms are made a part of these Terms by this reference. You agree to abide by such other terms and conditions, including where applicable representing that You are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Website or for any Service offered on or through the Website, the latter terms shall control with respect to Your use of that portion of the Website or the specific Service.

6. SOFTWARE USE RESTRICTIONS

Any software that is made available to download from the Services ("Software") is the copyrighted work of Us and/or our suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). An end user will be unable to install any Software that is accompanied by or includes a License Agreement, unless the end user first agrees to the License Agreement. If there is a conflict between: (a) these Terms, and (b) the License Agreement, the latter will prevail. The Software is made available for downloading solely for use by end users according to the License Agreement. Without limiting the foregoing, the unauthorized copying or reproduction of the Software to any other server or location for further reproduction or redistribution is expressly prohibited. Any reproduction or redistribution of the Software not in accordance with these Terms or the License Agreement is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS MAY BE EXPRESSLY WARRANTED IN THE LICENSE AGREEMENT, WE HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

7. OPERATION OF THE SERVICES

We cannot guarantee the continuous, uninterrupted, or error-free operability of the Services. There may be times when all of (or certain features, parts, or content of) the Services become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended, or withdrawn. Such modifications, suspensions, and withdrawals are in our sole discretion and may be without notice to You. You agree that We will not be liable to You or to any third-party for any unavailability, modification, suspension, or withdrawal of any of the Services, or any features, parts, or content of the Services.

8. INDEMNITY

To the fullest extent permitted by applicable law, You agree to indemnify, defend and hold harmless Us, and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Indemnified Parties”) from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities of every kind and nature whatsoever, whether known or unknown, that are caused by, arise out of or are related to (a) Your use or misuse of the Services, including any use by Your employees, (b) Your violation of these Terms, (c) Your violation of any right(s) of any third party, and/or (d) Your Submissions. You agree to promptly notify Us of any claim(s) and shall cooperate fully with Indemnified Parties in defending such claims. You further agree that Indemnified Parties shall have control of the defense or settlement of any third-party claims.

9. LINKED WEBSITES

9.1 The Services may contain, or third parties may provide, links to other third-party Internet sites or resources or otherwise re-direct You to other third-party websites, applications or services (collectively, the “Linked Websites”). The Linked Websites are not under Our control, and We are not responsible for any Linked Website, including, but not limited to, any content contained in a Linked Website or any changes or updates to a Linked Website. The Linked Websites may require You to agree to additional terms and conditions between You and such third party. When You click on a link to a Linked Website, We will not warn You that You have left the Services and are subject to the terms and conditions (including privacy policies, if and as applicable) of another website or destination. WE ARE NOT RESPONSIBLE FOR ANY SUCH TERMS AND CONDITIONS OR ANY DAMAGES YOU MAY INCUR BY USING THE LINKED WEBSITES.

9.2 We provide these Linked Websites only as a convenience and do not review, approve, monitor, endorse, warrant or make any representations with respect to the Linked Websites or their products or services. You use all links in the Linked Websites at Your own risk.

10. OWNERSHIP; INTELLECTUAL PROPERTY RIGHTS

10.1 You should assume that everything on the Services is copyrighted unless otherwise indicated and that it must not be used except as provided in these Terms or with the express written consent of Us. You understand that all information, photos, videos, data, text, messages, or other materials on the Services, together with the design and layout of the Services ("Content") is the copyrighted work of Us and/or our respective manufacturers, authors, developers and vendors (the "Third-Party Providers"). All intellectual property rights in the Services, the Software and in any Content of the Services (including, but not limited to, text, graphics, design, layout, software, photographs, and other images, videos, sound, trademarks, and logos) (collectively, “Our IP”) are owned by Us or our Third-Party Providers. Nothing in these Terms gives You any rights in respect of Our IP or any intellectual property owned by our Third-Party Providers and You acknowledge that You do not acquire any ownership rights by downloading or using the Services.

10.2 Except as indicated otherwise herein or in any additional terms or conditions, You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit or otherwise exploit any of Our IP, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise. You must not: (i) modify or make copies of Our IP; (ii) use any illustrations, photographs, video or audio sequences or any graphics available through Our IP separately from the accompanying text; (iii) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials available through the Services; and (iv) "mirror" Our IP on any other server.

10.3 We are committed to respecting others’ intellectual property rights, and We ask our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact our copyright agent as described in our copyright policy.

10.4 Permission is granted to display, copy, distribute and download the Content on the Website provided that: (1) both the copyright notice identified below and this permission notice appear in the Content, (2) the use of such Content is solely for personal, non-commercial and informational use and will not be copied or posted on any networked computer or broadcast in any media, except as explicitly permitted by valid license covering such materials, and (3) no modifications of any of the Content are made. This permission terminates automatically without notice if You breach any of these Terms. Upon termination, You must immediately destroy any downloaded and printed Content.

10.5 Third-Party Provider’s Content or Submissions have not been independently authenticated in whole or in part by Us. We do not provide, sell, license, or lease any of the Third-Party Provider’s Content or Submissions other than those specifically identified as being provided by Us.

10.6 You may not copy or use the names, trademarks, logos, or brands of Us or those of any of our affiliates or partners, in part, in modified form, or otherwise. Certain Third-Party Provider’s names, trademarks, logos, and brands may appear on the Services, and those are the sole property of their respective owners, and You are similarly prohibited from copying or using such Third-Party Provider’s names, trademarks, logos, and brands.

11. DISCLAIMER OF WARRANTIES

11.1 YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ANY INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. THE CONTENT ON THE WEBSITE IS PROVIDED "AS IS", "WITH ALL FAULTS," AND IS FOR COMMERCIAL USE ONLY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT; (B) OF ADEQUACY, ACCURACY, TIMELINESS, AND COMPLETENESS OF THE SERVICES, INFORMATION, CONTENT, OR RESULTS; (C) ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND (D) OF SECURITY, UNINTERRUPTED, OR ERROR-FREE ACCESS OR USE OF THE SERVICES. WE MAY MAKE AVAILABLE ON THE WEBSITE CONTENT AVAILABLE FOR DOWNLOADING WHICH HAS BEEN SUBMITTED BY THIRD-PARTY USERS OF THE WEBSITE. ANY QUESTIONS REGARDING THE CONTENT SHOULD BE DIRECTED TO THE PROVIDERS OF SUCH CONTENT. IN NO EVENT WILL WE OR OUR SUPPLIERS BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONTENT OR INFORMATION FROM THE WEBSITE.

11.2 WE MAKE NO WARRANTY OR CONDITION THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SOFTWARE, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

11.3 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, INCLUDING THE LINKED WEBSITES AND SUBMISSIONS, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY CONSEQUENCES RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION YOU TAKE OR FAIL TO TAKE BASED ON ANY MATERIAL DOWNLOADED OR OBTAINED ON THE SERVICES OR ANY LINKED WEBSITE, INCLUDING ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

11.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS. OUR EMPLOYEES AND REPRESENTATIVES ARE NOT AUTHORIZED TO MODIFY OR WAIVE THE TERMS OF THIS DISCLAIMER.

12. LIMITATION OF LIABILITY

12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, ARISING FROM YOUR USE OF A LINKED WEBSITE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF, BASED ON, RESULTING, OR IN ANY WAY RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES (INCLUDING ANY INFORMATION OR CONTENT CONTAINED THEREIN), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 OUR MAXIMUM AGGREGATE LIABILITY TO YOU, AND THE EXCLUSIVE REMEDY HEREUNDER FOR ANY AND ALL DAMAGES, INJURY, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING, OR IN ANY WAY RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES (INCLUDING ANY INFORMATION OR CONTENT CONTAINED THEREIN), SHALL BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR BASED UPON REASONABLE RELIANCE ON THE SERVICES UP TO FIVE DOLLARS (US$5.00). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES.

12.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE EXCLUSION OF DAMAGES UNDER THE FIRST PARAGRAPH OF THIS SECTION IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY IN THE SECOND PARAGRAPH AND IT SURVIVES IN THE EVENT SUCH EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW, BOTH OF THESE LIMITATIONS OF LIABILITY APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) FAULT OR TORT (INCLUDING NEGLIGENCE AND MISREPRESENTATION), (D) STRICT LIABILITY OR (E) ANY OTHER CAUSE OF ACTION UNDER LAW OR EQUITY.

12.4 YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE WEBSITE AND WILL NOT MAKE A CLAIM AGAINST US FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM THE USE OF THE CONTENT.

13. GOVERNING LAW

These Terms and any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between You and Us or Our successors or assigns and arising out of, or in connection with the use of these Services or these Terms (“Disputes”) shall be governed by the federal laws of the United States and the laws of the State of Delaware. If You are a consumer and the laws of Your country of residence provide you with mandatory consumer protection rights that cannot be waived by contract, nothing in these Terms shall affect those rights. This includes any mandatory rights related to jurisdiction, dispute resolution or access to legal remedies. Such rights remain fully applicable and enforceable notwithstanding any other provision of these Terms. In the event of any direct conflict between these Terms and such non-waivable consumer protections, the mandatory provisions of Your local law shall prevail to the extent required by law. These Terms 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.

14. DISPUTE RESOLUTION

This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.

14.1 To the fullest extent permitted by applicable law, any Dispute which We and You have been unable to settle amicably shall be settled through final and binding arbitration before the American Arbitration Association ("AAA") under its Consumer Arbitration Rules, which are available at https://www.adr.org/Rules. Unless otherwise required by applicable law, any arbitration hearings will be held in Wilmington, Delaware. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. 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.

14.2 In the case of arbitration and to the fullest extent permitted by law, You and Us must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that You are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, We will pay as much of Your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) We also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither You nor We may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.

14.3 Opt-Out Right: If You reside in the United States and 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 first accessed or used any of the Websites covered by these Terms. Your written notification must include: (1) Your name, (2) Your email and mailing addresses, and (3) a clear statement that You do not wish to resolve Disputes with Us through arbitration. Please send Your written notification to one of the following addresses:

Postal Mail (regular mail):

Corel Corporation
333 Preston Street
Suite 930
Ottawa, Ontario, K1S 5N4 Canada
Attn: Legal Department – Waiver

Courier / Registered Mail (requires physical receipt):

Corel Corporation
343 Preston Street
11th Floor
Ottawa, Ontario K1S 1N4 Canada
Attn: Legal Department – Waiver

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, unless otherwise required by applicable law.

14.4 With the exceptions of the provisions prohibiting arbitration on a class or collective basis, if any part of the above arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting part was not contained herein. If, however, any of the provisions prohibiting arbitration on a class or collective basis is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither You nor Us shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the Dispute shall be exclusively brought in the courts of Wilmington, Delaware.

14.5 Claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret are not subject to this arbitration provision. Such claims shall be exclusively brought in the federal or state courts located in Wilmington, Delaware and each party hereby consents to the jurisdiction of those courts.

14.6 As an exception to this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures will not be deemed a waiver of the right to arbitrate.

15. GENERAL INFORMATION

15.1 These Terms constitute the entire agreement between You and Us and govern Your use of the Services, superseding any prior agreements between You and Us (including, but not limited to, any prior versions of these Terms). You also may be subject to additional terms and conditions that may apply when You use other services provided by Us, third-party content or third-party software. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but We may assign them without restriction. Any attempted transfer or assignment in violation hereof will be null and void. Sections 3 through 7 and 10 through 15 survive termination of these Terms.

15.2 You acknowledge and agree that Content is subject to the U.S. Export Administration Laws and Regulations. Diversion of such Content contrary to U.S. law is prohibited. You agree that none of the Content, nor any direct product therefrom, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor be used for nuclear activities, chemical biological weapons, or missile projects unless authorized by the U.S. Government. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

15.3 The failure of Us to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. If a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.

15.4 These Terms represent the entire understanding relating to the use of the Website, the Services, and prevail over any prior or contemporaneous, conflicting, or additional, communications.