CORELSURE MAINTENANCE TERMS & CONDITIONS
1. INTRODUCTION
These CorelSure Maintenance Terms and Conditions (these "CorelSure Terms") are supplemental and subject to all terms and conditions of the applicable Agreement and are hereby incorporated into that Agreement. These CorelSure Terms govern the provision of support and maintenance services for the Software (as defined below). Unless otherwise indicated in these CorelSure Terms, capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. The term "Agreement" as used herein means the Business User License Agreement or the Master Enterprise Software License Agreement between You (the "Customer") and Corel Corporation ("Corel"). If Customer has entered into a Master Enterprise Software License Agreement with Corel then Customer shall have the meaning given to it in the Agreement.
2. DEFINITIONS
The following terms shall have the meanings ascribed to them below:
2.1"Error" means any significant failure of the Software to conform in any material respect to the Documentation.
2.2"Error Correction" means either a modification or addition that, when made or added to the Software, brings the Software into material conformity with the Documentation, or a procedure or routine that, when observed in the regular operation of the Software, avoids the practical adverse effect of such nonconformity.
2.3"License" means a Subscription License and/or a Perpetual License.
2.4"Normal Working Hours" means Monday through Friday, between the hours of 9:00am to 5:00pm, Eastern Standard Time for North and South America, and the hours of 8:30 am to 4:30pm, Central European Time for Europe and all other regions, excluding statutory holidays in the United States, European Union and/or Canada.
2.5"Maintenance Period" means the term of the Maintenance Services which unless otherwise specified in the License Certificate, (a) begins on the date of purchase of the Subscription License and terminates on the last day of the Subscription License if Customer has purchased a Subscription License, or, (b) is one year beginning from the date of purchase of the Maintenance Services if Customer has purchased the Maintenance Services for Software under a Perpetual License.
2.6"Maintenance Price" means for Maintenance Services purchased for Software under a Perpetual License, the per Perpetual License list price at the time of purchase, as published by Corel or a Corel authorized reseller.
2.7"Maintenance Services" means the maintenance-related services for licensed Software, as described in Paragraph 4 of these CorelSure Terms. Maintenance Services are included with all purchases of Subscription Licenses. For Perpetual Licenses of Software, Maintenance Services must be purchased separately, for the Maintenance Price.
2.8"Supported Version" means the most current Version and up to two prior Versions of each of the Software products which are under Maintenance as communicated by Corel.
2.9"Software" means the following software: CorelDRAW Graphic Suite/ CorelDRAW Standard/CorelCAD/ CorelDRAW Technical Suite, Painter/ PaintShop Pro/ Particle Shop/ AfterShot Pro, Paradox, Photo Video Bundle, Word Perfect Office Standard/Professional, CorelDRAW.APP, Corel PDF Fusion, VideoStudio, WinDVD, Roxio Creator Palladium/ Roxio Creator/ Roxio Toast, WinZip Standard, WinZip Pro and WinZip Enterprise (including Courier), WinZip Courier, WinZip Self Extractor, WinZip SafeMedia Enterprise.
2.10"Upgrade" means a new Version that is a successor to or substitute for a qualifying prior Version previously Licensed by Customer.
2.11"Version" means a variant of the Software that Corel may introduce and market from time to time as a distinct licensed product, such variant being denoted as a distinct version by Corel in its generally published programs and policies released to the public and designated by a decimal that includes the year of that version’s release to the public. New versions will generally be designated by means of a change of the number to the left of the decimal point.
3. APPLICATION
These CorelSure Terms apply to any Maintenance Service, whether it be included with a Subscription License for Software or separately purchased by Customer to support Software under a Perpetual License.
4. CORELSURE MAINTENANCE & SUPPORT
4.1Scope of Maintenance. During the Maintenance Period, Corel will provide Customer with the following Maintenance Services in respect of all Software, subject to the terms and conditions of the Agreement:
(a)Upgrades. Customer may (i) receive Upgrades, as and when they are made generally available by Corel; and (ii) install copies of any such Upgrades to replace copies of prior releases of the Software, but only up to the number of Licenses purchased by Customer.
(b)Downgrade Rights. Customer may elect to downgrade the Software ("Downgrade Rights") to any Supported Version of the same Software ("Downgraded Version"). On the discontinuation of the Maintenance Services for any reason, and where Customer has Perpetual License(s) and has exercised its Downgrade Rights, Customer must: (i) revert to using the then current Version available at the time of discontinuing the Maintenance Services, and, (ii) discontinue using and destroy all available Downgraded Versions under its control or possession. If, following a discontinuation of the Maintenance Services, Customer requires new Maintenance Services at any point in time: (i) Customer must purchase a new Subscription License (where available) for the then current Version of the Software, or (ii) purchase new Maintenance Services (where available) in respect of its Perpetual License and upgrade to a Supported Version of the Software. Failure to use the most current Version of the Software under Customer’s Software License may mean that the Software is unable to interoperate with other applications, or third-party products or services, with which the Software is intended to be interoperable.
(c)Product Launch Guidance. Customer will have access to launch and other product guidance webinars throughout the Maintenance Period. Customer will be invited to attend live sessions of the webinars and also have access to previously recorded sessions.
(d)Multilingual Use. Customer may use any or all equivalent supported language versions of the Software Customer has Licensed in support of a single User on one machine at a time.
(e)Multi-Platform Use. Customer may use equivalent versions of the Software on applicable Windows or macOS operating systems (excluding Unix and Linux platforms).
(f)Centralized Control & Compliance. Customer may create a server image of one copy of the Software and use a single license key to install that copy on Users’ workstations either using a "push" or "pull" method. In addition, Customer may customize and enforce specific installation settings for the Software’s administrative and user privileges, where supported. When using the "push" method, license compliance is simplified due to the ability for automated usage report generation.
4.2Scope of Support. During the Maintenance Period, Corel will render the following Maintenance Services in support of the Software, during Normal Working Hours, subject to the terms and conditions of the Agreement:
(a)Corel will provide technical support services via email only, via the domains, www.corel.com/en/support/ and www.winzip.com/en/support/, to respond to issues and provide assistance in use of the Software, using reasonable commercial efforts to respond within twenty-four hours of receipt of any such email;
(b)Corel will be responsible for using all reasonable diligence to correct verifiable and reproducible Errors when reported to Corel in accordance with its standard reporting procedures, for Errors classified by severity as follows:
- (i)Priority 1: an Error which causes a system crash under normal usage. Corel will within two working days of verifying that such an Error is present, initiate work in a diligent manner toward development of an Error Correction.
- (ii)Priority 2: an Error which causes a crash of the Software under normal usage. Corel will within five working days of verifying that such an Error is present, initiate work in a diligent manner toward development of an Error Correction.
- (iii)Priority 3: other Errors. Corel will in the normal course of its general maintenance cycle of the Software, initiate work in a diligent manner toward development of an Error Correction.
(c)Following completion of an Error Correction, Corel will provide the Error Correction through a "temporary fix" consisting of sufficient programming and operating instructions to implement the Error Correction. Corel will include the Error Correction in all subsequent Upgrades of the Software. Corel will not be responsible for correcting Errors in any version of the Software other than a Supported Version.
5. LIMITATIONS, EXCLUSIONS & DISCLAIMER
The following terms shall have the meanings ascribed to them below:
5.1Corel is only obligated to provide Maintenance Services for a Supported Version of the Software.
5.2Corel does not give any guarantee that Upgrades will be produced for any Software or, if so produced, when such Upgrades will be made commercially available. Certain Upgrades may require Customer to agree to license terms and conditions that are in addition to or that replace certain terms in these CorelSure Terms. If Customer does not agree to the terms and conditions of any Upgrade, Customer must notify Corel within ten (10) business days, and, in such case, Customer's rights to use the Upgrade will be terminated.
5.3Cost for Excluded Items. If any apparent error or problem with the Software that is reported to Corel by the Customer is related to or arising from the acts or omissions of the Customer or its Users, the Software's integration with any Customer or third party hardware or platforms, use of unqualified personnel, user error, alteration of the Software by the Customer or any third party, the use of an out-of-date version of the Software, or failure to comply with the terms and conditions of the Agreement ("Excluded Items"), (a) Corel will notify the Customer that the requested support relates to Excluded Items and will advise the Customer of Corel's then-current hourly rates, and (b) provided that the Customer expressly confirms, by signing a statement of work setting out the requested support, that it wishes for Corel to provide the requested support at Corel's then-current hourly rates, such time and expenses associated with such support effort will be billed by Corel at its then-current hourly rates and paid by the Customer within thirty days of its receipt of the invoice therefor.
5.4Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT AND THESE CORELSURE TERMS, COREL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS CONCERNING THE MAINTENANCE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABILITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH SERVICES ARE RENDERED ON AN "AS IS" BASIS.
6. PROPRIETARY RIGHTS
6.1Use of Updates, Upgrades & Error Corrections. To the extent that Corel provides the Customer with any Error Corrections, Updates or Upgrades or any other program, including any new programs or components, or any compilations or derivative works prepared by Corel to address any Excluded Items (collectively, "Corel Programs"), the Customer may use, such Corel Programs in connection with the Software, provided that any such use is in a manner consistent with and will be subject to the rights and restrictions of the Software Licensed under the terms of the Agreement.
6.2Restrictions. The Customer will not use, copy, or modify the Corel Programs, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized under the terms of the Agreement. The rights of the Customer under Sections 6.1 and 6.2 of these CorelSure Terms will remain in effect for so long as the Customer is authorized to use the Software under the Agreement. If the Agreement is terminated, the Customer will return or destroy the Corel Programs (subject to the expiry of all Subscription Licenses and absence of any Perpetual License), and otherwise be subject to the termination provisions set forth in this Agreement.
6.3Intellectual Property Rights. The Corel Programs, including any associated intellectual property rights embodied therein ("IPR"), are and will remain the sole property of Corel, regardless of whether the Customer, any Users, its employees, or contractors may have contributed to the conception of such work, joined in the effort of its development, or paid Corel for the use of the work product. The Customer will from time to time take any further action and execute and deliver any further instrument, including documents of assignment or acknowledgment, that Corel may reasonably request in order to establish and perfect its exclusive ownership rights in such works, including any associated IPR embodied therein.
7. INTERPRETATION AND TERMINATION
7.1The parties confirm that these CorelSure Terms will be interpreted solely as an agreement for services. No provision of these CorelSure Terms will be interpreted as a sale of goods.
7.2Corel may terminate or suspend the Maintenance Services at any time, with or without notice to Customer, in the event Customer breaches these CorelSure Terms, including, without limitation, a breach of Customer's obligation to pay all applicable fees when they become due. Upon termination, Corel's obligation to provide Maintenance Services shall immediately terminate.
7.3These CorelSure Terms have been updated on March 8, 2022. For the prior version of these CorelSure Terms please visit www.corel.com/en/corelsure-maintenance-terms-and-conditions/2018/.