COREL UPGRADE PROTECTION PLAN TERMS & CONDITIONS

THESE COREL UPGRADE PROTECTION PROGRAM ("UPP") TERMS AND CONDITIONS ("TERMS") are an agreement between You and Corel Corporation, 1600 Carling Avenue, Ottawa, Ontario, K1Z 8R7, Canada ("Corel", "Us", "We", or "Our") solely in respect of Your Perpetual License (as defined below) to use the CorelDRAW Graphics Suite and CorelDRAW Technical Suite branded software excluding the versions sourced through an original equipment manufacturer ("OEM") or labelled as academic ("Software"). All references to "You" and "Your" herein shall mean the natural person who has purchased a UPP for a Perpetual License that they have purchased directly from Corel or a reseller (excluding any OEM) and/or who wants to receive and use Upgrades (as defined below).

THESE TERMS HAVE BEEN UPDATED AND WILL BE EFFECTIVE AS OF MARCH 7, 2022 ("EFFECTIVE DATE") FOR ALL USERS WHO HAVE ALREADY PURCHASED OR RENewED UPP AND ALL USERS WHO WANT TO RECEIVE AND USE UPGRADES.

AS UPDATED, THESE TERMS WILL REPLACE AND SUPERSEDE THE PRIOR TERMS WHICH ARE AVAILABLE AT www.corel.com/en/upp-terms/2021/ OR ANY SUCCESSOR SITE IN RESPECT OF THE SOFTWARE SOLELY.

You must have attained the age of 18 years or the age of majority in Your state, province, territory, country, or jurisdiction at the time of Your purchase of a Perpetual License to be entitled to the Corel UPP. The UPP is a plan that You may purchase from Corel or a reseller in respect of Your Perpetual License. Holders of a not-for-resale license or a license to an academic version of the Software or who have obtained a license to the Software only through an OEM are not entitled to the UPP. Under this UPP, You may receive and use Upgrades (as defined below) in respect of the Software in accordance with these Terms.

These Terms are additional to the terms and conditions of the EULA (as defined below) and are hereby incorporated by reference into the EULA. If any conflict exists between these Terms and the terms of the EULA, these Terms shall prevail. Capitalized terms used but not defined herein shall have the meanings given to them in the EULA.

ACCEPTANCE

BY CLICKING THE "I ACCEPT" OR SIMILAR BUTTON, BY COPYING, DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE UPGRADE AND THE DOCUMENTATION, OR PLACING AN ORDER FOR THE PURCHASE OR RENewAL OF THE UPP, OR PAYING ANY FEES IN RESPECT OF THE UPP, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, THAT YOU UNDERSTAND THEM, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, THEN YOU MUST CLICK THE "DECLINE" BUTTON, TERMINATE THE DOWNLOAD AND/OR INSTALLATION PROCESS (IF APPLICABLE), IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE UPGRADE, REFRAIN FROM COMPLETING YOUR PURCHASE ORDER AND DELETE ANY COPIES YOU MAY HAVE. BY CLICKING THE "DECLINE" BUTTON, YOU UNDERSTAND THAT YOU WILL NOT BE ABLE TO DOWNLOAD OR USE THE UPGRADE IN ANY WAY, SHAPE OR FORM.

DEFINITIONS

  1. "EULA" means the end user license agreement that governs Your purchase of a Perpetual License and Your use of the Software, as available here End User License Agreement or at any successor site and as Corel may update from time to time.
  2. "Perpetual License" means a revocable license that You have purchased from Us or a reseller to use the Software on a perpetual basis in accordance with the terms of the EULA.
  3. "Subscription License" means a revocable license that allows You to use the Software on a fixed renewable term basis in accordance with the terms of the EULA.
  4. "Upgrade" means any patch, bug fix or minor revision of the Software released by COREL during the UPP Term that is designated by Corel as an "Upgrade", and/or any entirely new version or major revision of the Software released by Corel during the UPP Term. An Upgrade will generally be designated by a version number change in the Software immediately to either the right or the left of the decimal (e.g. version 5.1 to 6.0, or version 6.0 to 6.1).
  5. "UPP Term" means a period of one (1) year commencing on the date of Your purchase or renewal of a UPP that You have purchased or renewed for an existing Perpetual License before the Effective Date.

SCOPE & APPLICATION

As of September 28, 2021:

  1. You will not be entitled to purchase UPP under these Terms and must instead purchase or transition to a Subscription License to receive Upgrades in accordance with the terms of the EULA if You:
    (a) are a new customer who has yet to purchase any Software license from Corel; or
    (b) only hold a Perpetual License without having purchased the UPP for such license before the Effective Date.
  2. No renewals of UPP Terms will be possible if You purchased UPP at any time between March 9, 2021 and September 27, 2021.
  3. You will only be entitled to one final renewal of the UPP Term if You purchased UPP on March 8, 2021 or at any time before that date.

CONVERSION TO SUBSCRIPTION

If You purchased UPP on or after January 1, 2015, and are still enrolled in that UPP on the Effective Date, then on expiry of the UPP Term, We will convert Your UPP to a Subscription License that will:

  1. be valid and free of charge until March 7, 2023 ("Free Subscription Term") notwithstanding anything else to the contrary in the EULA; and
  2. auto-renew from March 7, 2023, for a 12-month period unless You cancel this autorenewal through Your online account with Us at any time before March 7, 2023.

The Subscription License will allow You to continue receiving Upgrades and to use the latest version of the Software in accordance with the terms of the EULA. If You decline the autorenewal of the Subscription License then following March 7, 2023, You:

  1. must discontinue using all updates, upgrades, new versions and/or new releases of the Software which We provided during the Free Subscription Term; and
  2. may continue using only those Upgrades which You received and installed during Your UPP Term so long as Your Perpetual License is not terminated for cause.

UPP EXPIRY

If You purchased UPP before January 1, 2015, then on expiry of the final renewal of Your UPP Term, the UPP will no longer be available to You. You may continue using those Upgrades which You received and installed during Your expired UPP Term so long as Your Perpetual License is not terminated for cause.

UPGRADE

Under a Perpetual License for which You have purchased UPP, You: (a) may receive Upgrades only as and when Corel makes these available during the UPP Term, and, (b) upon such receipt, install copies of any such Upgrades to replace copies of prior releases of the Software, but only up to the number of Perpetual Licenses purchased by You.

LIMITATIONS

Corel 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 You to agree to license terms and conditions that are in addition to or that replace certain terms in these Terms. If You do not agree to the terms and conditions of any Upgrade You must notify Corel within (10) business days, and, in such case, Your rights to use the Upgrade will be terminated.

FEES

Fees for UPP in respect of a Perpetual License ("Fees") are to be paid in advance of the UPP Term, at the annual rate of CAD$199.00 per Perpetual License (depending on the type of Software You have a Perpetual License for). If You delay Your purchase of UPP more than thirty (30) days past the date You purchased the Perpetual License and Your UPP purchase still occurred before the Effective Date, Corel may charge additional fees when You initiate a UPP. Unless You have purchased UPP 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 UPP and send You a receipt to Your email address. We may authorize Your payment method through various ways, including authorizing the full amount of Fees for the UPP Term as soon as You submit Your order with Us or the reseller. Fees chargeable for the first auto-renewal of a Subscription License that Your UPP converts to in accordance with these UPP Terms will equal the Fees You paid for Your last renewal or purchase of Your UPP. The payment of such fees will be as set out in the EULA.

TAXES

All fees are exclusive of any taxes, levies, or duties. You are wholly responsible for any taxes that may arise out of the UPP. 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 UPP, ("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.

NO REFUND

Fees paid for the UPP are non-refundable. No credits will be given for any fees paid for unused UPP or portions thereof. If You terminate a UPP prior to expiration of the applicable UPP Term, You acknowledge and understand that Corel will not refund You any pre-paid fees for any unused portion of your UPP Term. In addition, if You have not fully paid for the then-current UPP Term, upon termination any fees owed for the remainder of the UPP Term will become immediately due and payable.

EXCLUSIONS

The UPP excludes all support and maintenance services in respect of the Software or third-party products including add-ins and integrations with the Software or any program parts which do not belong to the original version of the Software as provided by Corel. The UPP also excludes any form of downgrade and any rights of deployment.

CHANGES

We may, from time to time, revise, update and/or change these Terms ("Changes"). Such Changes shall be effective immediately; provided however, for existing customers (i.e., end users who have UPP as of the effective date of such Changes), such Changes shall, unless otherwise stated, be effective 30 days after such Changes are posted online. Your continued receipt and use of an Upgrade following any Changes constitutes Your acceptance of such Changes. We may notify You of Changes by email, using the email address You provided to Us at the time you purchased a UPP. However, it is Your responsibility to regularly check Our Website to review any Changes to the current Terms.

DELIVERY & INSTALLATION

Unless You are installing a licensed copy of the Upgrade from a physical medium, We will make such copy available for download after Your creation of an online account with Us on Our website at idp.corel.com/idp/Authn/UserPassword# or similar successor site. Following creation of Your account, You will receive an email from Us with a download link, serial number, and installation instructions for the Upgrade.

ASSIGNMENT

We may assign these Terms 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 an Upgrade signifies Your agreement to be bound by the agreements and policies of the subsequent owner, if any. You may not assign any of Your rights or delegate or otherwise transfer any of Your obligations or performance under these Terms to any third party without Our prior written consent. If You obtained the UPP in a Member State of the European Union or the European Economic Area, and You usually reside in the European Union or the European Economic Area that State, then the limitation in this section pertaining to transfer of a UPP shall not apply to You. Any assignment in violation of the foregoing shall be void and of no effect. These Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

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 from time to time regarding the UPP, 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 Upgrade.

INTELLECTUAL PROPERTY RIGHTS

Our Intellectual Property. You acknowledge that the Software, Upgrade, and the Documentation are proprietary to Us and We retain all rights, title, and interest in and to the Software, Upgrade and the 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, Upgrade and the 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, Upgrade and the Documentation.

TERMINATION

Corel may terminate or suspend Your UPP at any time, with or without notice to You, in the event You breach these Terms, including, without limitation, a breach of Your obligation to pay all applicable fees when they become due. Upon termination, Corel's obligation to provide any benefits under these Terms shall immediately terminate. If You or Corel terminate Your UPP for any reason, You cannot re-activate it.

FORCE MAJEURE

A party is not liable for failure to perform the party's obligations (other than payment obligations) if such failure is as a result of an event outside the reasonable control of the obligated party. Each party 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 these Terms with respect to services not yet performed or products not yet provided upon written notice. This section does not excuse either party of its obligations to take reasonable steps to follow its normal disaster recover procedures or Your obligation to pay for the UPP.

SURVIVAL

Any provisions herein or in the EULA that by their nature should reasonably survive shall survive the expiry or termination of these Terms.

UPDATE

These Terms have been updated on March 7, 2022. For the prior version of these Terms please visit www.corel.com/en/upp-terms/2021/.