This Developer Agreement (“Agreement”) governs Your use of ABBYY’s Service. “You” and “Your” refer to any person who uses Service. If Your organization has authorized or otherwise permits You to use Service for its benefit, “You” also includes Your organization. The term “use” includes accessing, downloading or utilizing any component of the Service.
CAREFULLY READ THIS AGREEMENT BEFORE ACCEPTING THEM. BY CLICKING THE BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, BY EXECUTING A SIGNUP FORM THAT REFERENCES THIS AGREEMENT, OR BY USING SERVICE, YOU ACCEPT THIS AGREEMENT AND CONCLUDE A LEGALLY BINDING CONTRACT BETWEEN YOU AND ABBYY.
IF YOU ACCEPT THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR ORGANIZATION TO THIS AGREEMENT.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, DO NOT CLICK ON THE ACCEPT BOX AND DO NOT USE SERVICE.
1.1. “ABBYY” means ABBYY USA Software House Inc., a California corporation having its principle place of business at 890 Hillview Court, Suite 300, Milpitas, California 95035, USA.
1.2. “ABBYY Partner” means an entity or individual who is authorized by ABBYY to market, promote or resell the Service on behalf of ABBYY.
1.3. “Account” means a collection of data associated with a particular user of the Service. Each Account comprises an Account username and Account user password (“Account Credentials”) and defines various settings for usage of Service.
1.4. “Affiliate” means any corporation, company or other legal entity that is under the Control of, under common Control with or Controls one of the parties to this Agreement but constitutes an Affiliate only so long as such Control exists. “Control” and its variants “Controlled by” or “under common Control with” means having more than fifty percent (50%) of the power, directly or indirectly, to vote the outstanding voting securities or partnership interests of the entity, to elect the directors, or otherwise to direct or cause the direction of the entity’s management and policies, whether by voting power, contract, or otherwise.
1.5. “Application” means an interface within the Service that is created by You or on Your behalf under Your Account registered within the Service Management System. The purpose of the Application is to enable Your Solution to access and use the Service. Under Your Account You can create and manage several separate Applications. Each Application comprises an individual Application ID and Application Password (“Application Credentials”).
1.6. “Authorized Users” means individuals who are authorized by You to use the Service, and who have been supplied Account Credentials by You (or by ABBYY at Your request). Authorized Users may include Your employees, consultants, contractors, and agents.
1.7. “CAPTCHA” means a type of challenge-response test used in computing as an attempt to ensure that the response is generated by a person. A common type of CAPTCHA requires the user to type letters or digits from a distorted image that appears on the screen.
1.8. “Confidential Information” means ABBYY’s Confidential Information and Your Confidential Information protected under this Agreement and as further defined below.
1.9. “Code Samples” means the source code of sample applications that use the Service, as may be made available by ABBYY.
1.10. “Data Processing Location” means geographical location where Uploaded Data is processed and stored.
1.11. “Data Protection Laws” means all applicable local, state, national, and foreign data protection, data privacy, electronic communications and data security laws, treaties, or regulations.
1.12. “End User” means a person or a legal entity using Your Solution in accordance with the End User Agreement. You are also an End User in cases where Your Solution is developed for Your own internal use.
1.13. “End User Agreement” means a written agreement between You and End User that governs the rights and obligations of End User’s use of Your Solution.
1.14. “Intellectual Property Rights” means all rights of any nature in patents, registered designs, registered trademarks and service marks, and all extensions and renewals thereof, unregistered trademarks and service marks, business and company names, unregistered designs, internet domain names and email addresses, design rights, topography rights, rights in inventions, utility models, database rights, know-how and copyrights (including moral rights); applications for any of the foregoing and the right to apply for any of the foregoing in any country; rights under licenses, consents, orders, statutes or otherwise in relation to the foregoing; rights of the same or similar effect or nature which now subsist; and the right to sue for past and future infringements of any of the foregoing rights.
1.15. “Order” means an ordering document specifying the Services to be provided to You hereunder that is entered into between You and ABBYY, and includes a description of what is being ordered, Service specifications, quantity, price, Service levels, payment terms, Subscription Term and other terms and conditions. Once signed or otherwise accepted by both You and ABBYY, each Order shall be incorporated by reference and be subject to this Agreement. In case of any discrepancy, this Agreement shall prevail over the Order.
1.16. “Personal Data” means any information included into Uploded Data that relates to an identified or identifiable individual.
1.17. “Representative” of a party means that party’s employees, contractors, suppliers, agents, Affiliates, or other representatives.
1.18. “Service” means “ABBYY Cloud OCR SDK” Web service accessible via the links stated at https://www.ocrsdk.com/documentation/specifications/data-processing-location/ and all of ABBYY's proprietary technology (including software, hardware, services, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to You by ABBYY, as well as ancillary online or offline services, audio, visual and text information.
1.19. “Service Fee” means the fees (as specified in each invoice or otherwise) payable by You to ABBYY for the use of the Service.
1.20. “Service Level Agreement” or “SLA” means a certain agreement between You and ABBYY, which is available at https://www.abbyy.com/cloud-ocr-sdk/legal/sla/ and which defines the general availability of the Service (“Service Level”) and the related terms and conditions. The SLA constitutes the integral part of this Agreement. In case of contradiction between the terms of the SLA and those of this Agreement, the terms of the SLA shall prevail.
1.21. “Service Management System” means a section of the Service available at https://cloud.ocrsdk.com that allows You to register Your Account, manage Your Account settings, create Your Applications and see statistics of Your Account and Your Applications.
1.22. “Service Marketing Materials” means picture samples, demo samples, user’s guides, notification texts and other marketing materials made available to You through the Service, https://cloud.ocrsdk.com and https://www.abbyy.com/cloud-ocr-sdk/, Service Management System or through e-mail in connection with usage of the Service.
1.23. “Service Software” means the software that operates the Service or its component parts.
1.24. “Service Storage” means software and hardware used by ABBYY for storage of Uploaded Data.
1.25. “Signup Form” means the online form You shall use to create an Account in order to register with ABBYY for the usage of Service.
1.26. “Software Maintenance and Upgrade Assurance Terms” or “SMUA” means certain ABBYY terms and conditions for providing technical support, maintenance and upgrade assurance services to You. SMUA terms are available at https://www.abbyy.com/smua/ and constitute the integral part of this Agreement. In case of contradiction between the terms of SMUA and those of this Agreement, the terms of the SMUA shall prevail.
1.27. “Subscription Term” means the time period during which You are entitled to use Service and for which you have committed to pay the Service Fees stated in the Order.
1.28. “Third Party Software” means certain software developed and owned by third parties that may be used from time to time in the Services.
1.29. “Uploaded Data” means any data, information, or material uploaded by You, Authorized Users or End Users to Service.
1.30. “You” or “Your” refer to and include any person and/or any entity that is accepting this Agreement.
1.31. “Your Data” means any data, information, or material (including but not limited to any images, scanned documents or photos) provided or submitted by You or Authorized Users to Service in the course of registration within Service, or automatically collected by Service about You, Authorized Users, Your Solution, or Your Functionality. Your Data does not include Uploaded Data.
1.32. “Your Functionality” means the set of capabilities that You make available through Your Solution for End Users utilizing Service.
1.33. “Your Solution” means an application software or software service incorporating or using Service, operated by You or Your behalf, that is capable of sharing an account with Service, generally through an application program interface (API).
2.1. Scope. In consideration of Service Fees paid and subject to the terms and conditions hereof and as specifically set forth in appendices hereto, ABBYY grants to You a limited, non-exclusive, revocable, non-transferable right to use Service in conjunction with Your Solution during Subscription Term. All rights granted hereunder by ABBYY are revocable in accordance with this Agreement. All rights not expressly and unambiguously granted herein regarding Services are reserved by ABBYY.
2.2. Modification. Service is an evolving service. ABBYY may add or remove features to or from Service, or modify the design of existing features of Service, at any time, at its sole discretion, without notice to You. ABBYY may update Service-related documentation from time to time at its sole discretion without notice to You, and it is Your responsibility to monitor Service-related documentation for updates. ABBYY is under no obligation to make any new features or feature modifications available as part of Service.
2.3. Technical integration. You are solely responsible for the technical integration of Service into Your Solution, the possibility to integrate Service, and all costs associated with the technical integration of Service. Under no circumstances shall ABBYY be liable for any failure to achieve satisfactory or timely technical integration, even if the failure is caused by a software issue, documentation issue or insufficient support by ABBYY.
2.4. Limits. To ensure the efficient and stable operation of Service, ABBYY may impose reasonable limits on Your use of Service, including with respect to maximum size of a file uploaded to Service, maximum download and upload rates, and connection timeouts.
2.5. Resources. Except as otherwise specified in the Agreement and the Data Processing Addendum (https://www.abbyy.com/cloud-ocr-sdk/legal/dpa/), ABBYY may determine at its sole and reasonable discretion the appropriate ABBYY resources that it will use to provide Service, on an as-available basis. ABBYY sometimes utilizes the services or products of a limited number of third parties, whether companies or individual subcontractors as well as ABBYY Affiliates (“Approved Contractors”) which have been determined by ABBYY to meet its standards. In order to most effectively meet Your needs, ABBYY may assign or subcontract all or part of ABBYY’s performance obligations and rights towards the provision of any portion of Service under this Agreement to Approved Contractor.
2.6. Service users. ABBYY will make Service available to You or Authorized Users. Service may be accessed and used solely for End User’s internal business purposes.
2.7. No title. You acknowledge and agree that nothing herein transfers or conveys to You any right, title, or interest to any Intellectual Property Rights in or to Service and any part thereof or copy thereof. No title to any Intellectual Property Rights is transferred to You unless otherwise provided in this Agreement. You shall further at no time dispute the validity of ABBYY’s right, title, or interest to any Intellectual Property Rights in or to Service and any part thereof or copy thereof or assert the right to use Intellectual Property Rights in Service in any jurisdiction otherwise than as permitted by this Agreement.
2.8. Trial Service
3.1. General Restrictions. To the fullest extent permissible under applicable law, You will not, and will not permit or authorize third parties, directly or indirectly, to:
3.2. Code Samples Restrictions. Except as otherwise explicitly provided in this Agreement:
3.3. Export Compliance. You are solely responsible for the authorization and management of Accounts across geographic locations and agree to comply strictly with all applicable export control laws and other applicable laws. Without limiting the generality of the foregoing sentence, You agree not to export, re-export, transmit, or cause to be exported, re-exported or transmitted, any Service or Service Marketing Materials to any jurisdiction, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited under applicable law, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United States of America.
3.4. Actions by Authorized Users. ABBYY will establish during the signup process one set of Authorized User Account information, consisting of Account Credentials. You are solely responsible and liable for all actions and omissions of all Authorized Users and must take all appropriate measures to ensure that Authorized Users only add or remove subscriptions to Service, make payments, request Service functionality, or engage in any other activity in connection with Service with Your prior consent. You are solely responsible and liable for maintaining the confidentiality of all Account Credentials and and Application Credentials and for any unauthorized use of any Account Credentials and and Application Credentials.
3.5. Unauthorized Use. You shall: (a) immediately notify ABBYY of any unauthorized use of any user name, password or other Account information relating to the Account or any other known or suspected breach of security related to the Service; and (b) report to ABBYY immediately and use Your best efforts to immediately stop any unauthorized use, copying or distribution of any part of the Service.
3.6. Data. You shall bear sole responsisbility for the accuracy, quality, integrity, legality, reliability, appropriateness, intellectual property ownership, and usage rights for all of Your Data and any data sent by You, Your Authorized Users / End Users to Service. You will abide by and will be solely responsible for any breach of applicable local, state, national, and foreign law, treaty, or regulation in connection with Your Data / Uploaded Data, including those related to data privacy, international communications, and the transmission of technical or Personal Data. Terms and conditions of processing and storage of Uploaded Data are specified in Data Processing Addendum (https://www.abbyy.com/cloud-ocr-sdk/legal/dpa/) (“DPA”) to this Agreement and shall apply if and to the extent ABBYY processes Personal Data on Your behalf. The DPA is only applicable if either a) You are domiciled in European Economic Area (EEA), the United Kingdom, or Switzerland, or b) You are domiciled in a country other than European Economic Area (EEA), the United Kingdom, or Switzerland and You have chosen Data Processing Location in the European Union. In the event of a conflict between any provision in the DPA and any provision in the Agreement or its appendices, the DPA shall control.
3.7. Data Processing. To perform the obligations under this Agreement in an efficient manner, ABBYY and its Affiliates may need to process and store Your Data and Uploaded Data (pursuant to DPA, if applicable). You shall provide to ABBYY, in compliance with the Data Protection Laws, certain information that is reasonably required by ABBYY to provide the Service, including but not limited to the name and e-mail address, of Your relevant personnel and of Authorized Users, and information on when, how and how much of Service functionality You use. You hereby authorize ABBYY to process this subset of Your Data (including but not limited to collecting, systematizing, storing, updating, modifying, using, distributing, transferring, depersonalizing, locking or deleting) in electronic or paper format for the purpose of providing You with the Service. ABBYY guarantees that the data You provide will be stored strictly within ABBYY and ABBYY Affiliates and will not be disclosed to any third parties except as expressly required or permitted by law and/or as necessary for the performance of this Agreement. Except as otherwise provided in this Agreement and DPA (if the latter is applicable), ABBYY will not access, review, use, publish, reproduce or disclose any of Your Uploaded Data.
3.8. E-mail Messages. You hereby authorize ABBYY to send Your designated personnel, agents and Representatives who have expressly consented to receive e-mail messages about ABBYY’s product and company news, special offers, products usage advices and other marketing-related information related to ABBYY’s activities. You may remove such personnel’s e-mail addresses from the mailing list at any time by changing the appropriate setting in Your Service Management System. You shall also receive from ABBYY e-mail messages with critical information related to Service operation (password-related e-mails, service notifications, etc.).
3.10. Your Compliance with Laws. You agree that, other than ABBYY’s legal obligations as a processor of certain data stored in Service, You are solely responsible for complying with any laws, treaties, or regulations in connection with collection, uploading, use, transfer and other control of any Uploaded Data or Your Data, including personal or confidential data, and shall defend, indemnify and hold ABBYY harmless from and against any and all claims, actions, proceedings, expenses, liabilities, damages, losses, costs, and expenses, including attorneys’ fees, associated with and/or arising from such Uploaded Data. If Uploaded Data processing causes failure of Service or leads to an abnormal consumption of computing resources or other exceptional cases adversely affecting the functionality of the Service, You consent to ABBYY’s use of such Uploaded Data for the sole purpose of safeguarding the functionality of the Service.
3.11. Location of Storage for the Services. Uploaded Data will be stored for processing purposes (duration of the storage is subject to section 3.12 of this Agreement) either in the European Union or the United States of America, depending on what Data Processing Location You selected during the Application creation step.
3.12. Deletion Periods. ABBYY and its Affiliates will automatically schedule all Uploaded Data for deletion within forty-two (42) hours after it has been uploaded to the Service. Processed Uploaded Data will be scheduled for deletion within twenty-four (24) hours after it has been processed by the Service. Uploaded Data scheduled for deletion will be deleted within six (6) hours after it has been scheduled for deletion. If You wish to delete Uploaded Data sooner than the specified automatic deletion periods, You may do so by using the method described in the documentation (https://www.ocrsdk.com/documentation/api-reference/).
3.13. End User Agreement Terms. Your End User Agreements shall contain minimal terms in favor of ABBYY that substantially meet the following requirements:
4.1. Prices. Service is partly a paid-for service. Information regarding the prices and payment procedure is an integral part of this Agreement and can be found at https://ocrsdk.com/plans-and-pricing/, as well as in the billing terms located at https://www.ocrsdk.com/plans-and-pricing/billing-terms/ (collectively “Pricing Terms”). In case of any discrepancy between the terms of this Agreement and those of Pricing Terms, the terms of Pricing Terms shall prevail.
4.2. Precautionary Suspension. ABBYY will reserve the right to suspend Your usage of Service if ABBYY reasonably believes that Service is misued or accessed by an unauthorized user. You hereby agree to such suspension of Service usage.
4.3. Price Change. ABBYY may change the prices and payment procedure at any time effective immediately by posting the new pricing terms at https://www.abbyy.com/cloud-ocr-sdk/licensing-and-pricing/ and/or located at https://www.abbyy.com/cloud-ocr-sdk/licensing-and-pricing/billing-terms/, a notificiation of which shall be given You beforehand. Such revised prices and payment terms will be binding on You following the expiration of Your existing subscription for Service, if, subsequent to the expiration of Your existing subscription for Service, You continue to use Service.
4.4. Non-Refundable Fees. All fees are non-cancellable and are non-refundable, except as otherwise provided for herein and unless cancellable or refundable under the applicable laws.
4.5. Delinquent Payments. If Your Account falls inao arrears, delinquent invoices are subject to interest of one and one-half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
4.6. Taxes. You will pay ABBYY or Partner all applicable Service Fees, plus all customs duties, if applicable, and sales and use tax, value-added tax (VAT), Goods and Service Tax, Service tax, Business Tax and other similar taxes that ABBYY is required under applicable law to charge You or otherwise pay in connection with providing the Service to You (“Indirect Taxes”). If any applicable law requires You to withhold tax amounts from the Service Fee to ABBYY, You shall withhold such an amount of tax from the payments which you are only legally obligated to withhold, taking into consideration all exemptions, reliefs and reductions, at the rate of withholding tax under applicable law or at the rate as a result of applying any double tax treaty in force at the time of Service Fee payment. You will effect such withholding, remit such withheld tax amounts to the appropriate tax authorities and promptly provide ABBYY with tax receipts evidencing the payments of such withholding tax amounts and all other supporting documents as may be required by ABBYY to claim for tax credit in its jurisdiction.
4.7. Invoicing. You will be invoiced for applicable Service Fees and taxes on a regular basis, and all payments are due within 30 (thirty) days of transmission of the invoice. You shall pay all amounts invoiced in accordance with the terms of the invoice by means of electronic transfer. You are responsible for any outgoing bank transfer charges associated with the payments You make hereunder. You may not set off payments due to ABBYY against any amounts ABBYY may owe to You. Service Fees are non-refundable and non-cancellable.
4.8. Moment of Payment Fullfilment. All payment obligations of You shall be deemed fulfilled when the sums due are credited to ABBYY's or ABBYY Partner's bank account.
5.1. Confidential Information. Each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). “ABBYY’s Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) consisting of or relating to its technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, including any written or oral information disclosed by ABBYY in relation to Service, in each case whether or not marked, designated, or otherwise identified as “confidential”. “Your Confidential Information” means any information that You provide to ABBYY which has been marked, designated, or otherwise identified as “confidential”. Notwithstanding the above, Confidential Information does not include information that: (a) was rightfully known to Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by Receiving Party on a non-confidential basis from a third party that, to Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by Receiving Party without reference to or use of any of the Disclosing Party’s Confidential Information.
5.2. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, Receiving Party shall:
5.3. Trade Secrets. Notwithstanding any other provisions of this Agreement, Receiving Party’s obligations hereunder with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under such applicable law other than as a result of any act or omission of Receiving Party or any of its Representatives.
5.4. Compelled Disclosures. If Receiving Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, Receiving Party shall: (a) promptly, and prior to such disclosure, notify Disclosing Party in writing of such requirement so that Disclosing Party can seek a protective order or other remedy; and (b) provide reasonable assistance to Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If Disclosing Party waives compliance or, after providing the notice and assistance required under this section, Receiving Party remains required by applicable law to disclose any Confidential Information, Receiving Party shall disclose only that portion of Confidential Information that Receiving Party is legally required to disclose and, on Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
5.5. Residual Information. It is important for ABBYY to be able to use its skills, experience, expertise, concepts, ideas, and know-how learned or acquired while providing Service for You, itself or any of its clients in the ordinary course of its business. Therefore, You agree that ABBYY is entitled to retain and use without restriction any of the generalized knowledge, techniques, methodologies, practices, processes, skills, experience, expertise, concepts, ideas, and know-how learned or acquired by ABBYY’s personnel in the course of providing Service for You hereunder solely to the extent that they are retained in intangible form in the unaided memory of the personnel of ABBYY without intentionally memorizing such information or using any Your Confidential Information to refresh its recollection (“Residual Information”). Nothing in this Agreement is to be construed as to prevent ABBYY from being able to do so, and further, such retention and use of Residual Information shall not be construed as a breach of this Agreement.
6.1. Technical support for Service will be provided by ABBYY in accordance with ABBYY’s then current SMUA terms.
7.1. Term and Termination. This Agreemeny shall be effective upon the earlier of the following: (a) the date You execute the Sign-Up form and accept this Agreement; or (b) the date You first use Service. This Agreement shall continue in effect for as long as You use or access the Service or until this Agreement is terminated in accordance with this section 7.
7.2. Subscription Term. The Subscription Term shall commence on the start date specified in the applicable Order and continue for the term specified therein and any renewals thereto (if any). Subscription will automatically renew for additional periods equal to the expiring Subscription Term as provided in more details in Billing Terms, unless either party gives the other written notice (e-mail shall be deemed acceptable) at least 30 (thirty) days before the end of the relevant Subscription Term.
7.3. Termination for Convenience. Either party may terminate this Agreement without any cause with a 90 (ninety) days’ written notice to the other party. In the event ABBYY terminates this Agreement for its convenience, ABBYY will refund to You any payments You had made for pages You were unable to use due to such termination. In the event You terminate this Agreement for Your convenience, no refund shall be made to You for pages You have not used due to such termination.
7.4. Termination by ABBYY. Without prejudice to ABBYY’s other rights and remedies under this Agreement or applicable law and without liability to You, ABBYY has the right to suspend Service, suspend or terminate the performance of any of its obligations under this Agreement, and terminate this Agreement immediately at any time if any of the following applies:
When reasonably practicable and permitted by applicable law, ABBYY will provide You with advance notice of any such suspension or termination. In the event ABBYY terminates this Agreement based on this section 7.4., no refund shall be made to You for pages You have not used due to such termination.
7.5. Terminaton for Non-Use. ABBYY may also terminate this Agreement if You have not made any activities though Your Account for one year. In that case, Your Account will be deleted and payments for purchased Services shall not be refundable.
7.6. Termination by You. You may terminate this Agreement and cease Your use of Service with a 60 (sixty) days’ written notice to ABBYY if ABBYY violates any material provision this Agreement and if such violation is not cured within 30 (thirty) days of ABBYY’s receipt of written notice from You advising it of the alleged violation. The DPA may contain other grounds for termination by You.
7.7. Account de-activation. You may contact ABBYY by e-mail at email@example.com to de-activate Your Account and cease Your use of Service at any time. If Your Account is de-activated, payments for purchased Services will not be refunded. In order to re-activate Your Account, you should write a request to firstname.lastname@example.org. Account reactivation is solely at ABBYY’s discretion. Account may not be reactivated in case if Service is not available anymore. If Account is not re-activated within 1 (one) year from the de-activation date for whatever reason, this Agreement shall be considered terminated as of the day following the last day of this one-year term for Account re-activation.
7.8. Partners. If You purchased Service directly from a Partner, Partner may have a right to revoke Service, limit Your access to it or delete some or all Uploaded Data. All disputes between You and such Partner, whether or not relating to any information, data or forms available on or through Service, will be settled by and between You and such Partner. ABBYY bears no responsibility for resolving such disputes and has no obligation to be involved in any way in any such dispute.
8.1. Consequences. Upon termination of this Agreement:
8.2. Uploaded Data. Upon termination of this Agreement, ABBYY will have no obligation to maintain or forward any Uploaded Data and ABBYY may delete Uploaded Data from Service at its sole discretion. Notwithstanding the foregoing, You authorize ABBYY to retain Uploaded Data on Service following the expiration or termination of this Agreement for as long as necessary for ABBYY to perform its obligations under this Agreement, subject to any obligations under applicable law including Data Protection Laws to retain Uploaded Data for a longer or shorter period of time.
8.3. Account. Upon termination of this Agreement, ABBYY may retain Account for 1 (one) year following such termination except for the cases, when retaining Account for a longer or shorter period of time is necessary for ABBYY in order to perform its obligations under this Agreement, subject to any obligations under applicable law including Data Protection Laws, or is otherwise required under the applicable law.
8.4. Survival. The termination of this Agreement shall not have any effect on provisions that are expressed to operate or to be in force after termination, or any right of action already accrued to ABBYY in respect of any breach by You. Without limiting the generality of the preceding sentence, the following provisions will survive any expiration or termination of this Agreement: sections 1, 3.1, 3.13, 3.2, 3.3, 3.5, 3.6, 3.10, 5, 7, 8, 9, 10, 11, and 12 as well as any other indemnification obligations.
8.5. Consequences for a Subscription Termination. Upon termination or expiration of a particular Subscription, You shall have no right to use Service unless You purchase a new Subscription. In case of a Subscription termination or expiration, this Agreement shall remain in full force and effect unless duly terminated by any of the parties.
8.6. Refund or Payment upon Termination. If this Agreement or any active Subscription is terminated by You before the Subscription expiration date, You shall, to the extent permitted by applicable law, pay ABBYY any unpaid fees covering the remainder of Subscription Term. If any discounts were applied to Your Subscription, You shall also pay ABBYY an amount equivalent to the sum of such discount. The provisions of this section 8.6 shall not apply if the termination is based on the section 7.6 above.
9.1. Ownership. You acknowledge Service and Service Marketing Materials are owned, controlled or licensed by or to ABBYY, are and remain the proprietary information of ABBYY and its Affiliates, suppliers and licensors, and are protected by applicable law. You acknowledge that all Intellectual Property Rights relating to Service and Service Marketing Materials (other than Uploaded Data) are, as between You and ABBYY, solely and exclusively owned by ABBYY. All modifications, enhancements or changes to Service and Service Marketing Materials are and shall remain the property of ABBYY and its licensors and suppliers, without regard to the origin of such modifications, enhancements or changes. No ownership rights in Service or Service Marketing Materials are granted, and ABBYY reserves all right, title and interest therein and thereto. Use of Service or Service Marketing Materials does not grant You a license to any Intellectual Property Rights or other rights of ABBYY or its Affiliates or licensors or any third parties, whether express, implied, by estoppel or otherwise, or grant You the right to make or have made any products, or to use Service or Service Marketing Materials beyond the scope of this Agreement. You will not challenge the ownership or rights in and to Service or Service Marketing Materials, including without limitation all copyrights and other proprietary rights. Nothing in this Agreement limits ABBYY’s ability to enforce its Intellectual Property Rights.
9.2. Feedback. If You provide to ABBYY comments regarding Service or ideas on how to improve it (“Feedback”), please note that by doing so, You also hereby assign all right, title, and interest worldwide in Feedback to ABBYY and agree to assist ABBYY, at ABBYY’s expense, in perfecting and enforcing ABBYY’s rights thereto and ownership thereof. You acknowledge and agree that ABBYY may use and incorporate Feedback into Service or for other business purposes without compensation to You and without restriction.
9.3. Use of Your Organization’s Name. ABBYY may identify You in its advertising and marketing materials as a customer of Service, and may use Your trademarks, trade names, service marks, and logos in such materials subject to Your reasonable guidelines. Furthermore, ABBYY may disclose to the public some or all of Service features that You are using.
9.4. ABBYY Trademarks. You shall display ABBYY trademarks belonging to ABBYY and accurately identify and refer to ABBYY and its technology and services subject to ABBYY guidelines provided at https://www.abbyy.com/legal/abbyy_logo_usage_guide/. You shall also display a statement confirming the proprietary rights of ABBYY and its subcontractors identified in the Agreement or in Service-related documentations. Only for performing this section by You, ABBYY hereby grants You a limited, non-exclusive, revocable, non-sublicensable, non-transferable, right to use ABBYY trademarks in accordance with this section 9.4.
9.5. Third-Party Software. Service may contain components of other Third-Party Software, which are the property of their respective owners.
9.6. Dispute with Third Parties. All disputes between You and third parties, whether relating to any information, data or forms available on or through the Service, will be settled by and between You and such third party. ABBYY bears no responsibility for resolving such disputes and has no obligation to be involved in any way in any such dispute.
10.1. No Infringement of Laws. Each party represents and warrants to the other that it has the legal authority to enter into this Agreement with the other, and its execution and delivery of this Agreement does not violate applicable law or any other agreement to which it is a party or by which it is otherwise bound.
10.2. Internet Delays. ABBYY shall not provide You or Authorized Users / End Users with an Internet connection or with any hardware and software required to connect to the Internet, and ABBYY is not liable for the quality of Your or Authorized Users’ / End Users’ Internet connection or the quality of the hardware and software that You or Authorized Users / End Users use to access the Internet. ABBYY is not liable for any malfunction or other problems in telephone networks or services, computer systems, servers, providers, computer hardware, software, or telecoms equipment, or for any malfunction in the operation of e-mail and scripts, howsoever caused, or other damage resulting from such problems. ABBYY shall not be liable for any delay, malfunction, missed or late delivery, removal or loss of any of Your information provided to ABBYY, including but not limited to Uploaded Data, resulting from the situations described in this section 10.2.
10.3. Loss of information. You acknowledge that You may be transmitting information over a public computer network and that ABBYY shall not be liable for any loss of information transmitted in this manner.
10.4. No warranties for Third-Party Software. ABBYY makes no warranties for any Third-Party Software products.
10.5. Warranty disclaimer. EXCEPT FOR ANY WARRANTY, CONDITION OR EXPRESS REPRESENTATIONS STATED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABBYY MAKES NO REPRESENTATION, WARRANTY, CONDITION, OR GUARANTEE, EITHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, OF ANY KIND, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, FITNESS FOR ANY PURPOSE, OR COMPLETENESS OF THE SERVICE OR ANY DATA, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. ADDITIONALLY, ABBYY DOES NOT REPRESENT OR WARRANT THAT:
10.6. AS IS. SERVICE AND ALL DATA ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS.
10.7. Service Level Claims. Service levels are solely specified by ABBYY. You hereby agree that ABBYY may unilaterally amend or change the Service levels.
10.8. Your Warranties. You warrant that You are the exclusive owner of all rights to Your Solution and that Your Solution does not infringe any third party's Intellectual Property Rights.
11.1. Limitation of Liability
11.2. Defense of Claims. You shall defend ABBYY and its Affiliates and Representatives, and each of its and their respective Representatives, officers, directors, successors, and assignees (each, an “ABBYY Indemnitee”) against any allegation or claim that directly or indirectly arises out of or relates to any of the following (individually, a “Claim”, and collectively, the “Claims”):
11.3. Indemnification by You. You shall indemnify and hold harmless each ABBYY Indemnitee against any damages, liabilities, assessments, losses, costs, and other expenses (including reasonable attorneys’ fees and legal expenses) incurred by that ABBYY Indemnitee relating to any Claim, including:
11.4. Process. ABBYY shall give You reasonable notice of each Claim for which it wants indemnity, except that failure to provide such notice will not release You from any obligations hereunder except to the extent that You are materially prejudiced by such failure. ABBYY will also give You its reasonable cooperation in the defense of each Claim, at Your expense. You may not use any counsel that would have a conflict of interest in representing ABBYY’s interests to defend any Claim. An ABBYY Indemnitee may participate in the defense of a Claim at its own expense. You will not settle any Claim without the relevant ABBYY Indemnitees’ prior written consent, which may not be unreasonably withheld. You shall ensure that any settlement You make of any Claim is made confidential, except where not permitted by applicable law. Your duty to defend is independent of Your duty to indemnify.
11.5. Indemnification by ABBYY. Subject to section 11.1, ABBYY shall indemnify You from and against losses incurred by You that arise out of or result from, or are alleged to arise out of or result from any claim that Service violates the Intellectual Property Rights of a third party in the U.S.A, European Union, Australia or Japan. If any portion of Service is, or in ABBYY’s opinion is likely to become, the subject of an Intellectual Property Rights infringement claim, then ABBYY, at its sole option and expense, will either: (A) obtain for You the right to continue using Service under this Agreement, or (B) replace Service with products that are substantially equivalent in function, or modify Service so that it becomes non-infringing and substantially equivalent in function; or (C) refund You the portion of Service Fees paid to ABBYY for the portion of Subscription Term during which You may no longer use Service. THE FOREGOING SETS FORTH ABBYY’S EXCLUSIVE OBLIGATION AND LIABILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING THE INDEMNIFICATION OBLIGATIONS STATED IN THIS SECTION.
12.1. Assignment. ABBYY may assign and transfer its rights and obligations hereunder (or any part thereof) to a third party at any time without notice to You or Your consent. You may not assign or transfer any of the rights or responsibilities set forth herein without the express written consent of ABBYY, and any purported attempt to do so shall be deemed void.
12.2. Dispute Resolution. The following procedure shall be observed to resolve any dispute arising between You and ABBYY under this Agreement or otherwise. If You have reason to believe that Your rights and interests have been violated in connection with Your use of Service, You may send a complaint to ABBYY at email@example.com. ABBYY shall seek to respond to the complaint within 20 (twenty) business days of receipt of the complaint. The response shall be sent to Your e-mail address as indicated in the complaint. If the parties fail to resolve the dispute in this manner, the dispute shall be resolved in accordance with this Agreement. ABBYY is not obligated to respond to anonymous complaints or complaints from users who cannot be identified with the data they provided to register.
12.3. Waiver. The failure of either party to enforce compliance with any provision of this Agreement shall not constitute a waiver of such provision unless accompanied by a clear written statement that such provision is waived. A waiver of any default hereunder or any of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Except as expressly provided herein to the contrary, the exercise of any right or remedy provided in this Agreement shall be without prejudice to the right to exercise any other right or remedy provided by law or equity.
12.4. Severability. If any part of this Agreement is found to be or should become illegal, unenforceable, or invalid, the remaining portions of the Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any rights to You under this Agreement is found to be illegal, unenforceable, or invalid, the right granted will immediately terminate.
12.5. Interpretation. The headings appearing at the beginning of any sections contained in the Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret the Agreement. Whenever the singular number is used in the Agreement and when required by the context, the same will include the plural and vice versa, and the masculine gender will include the feminine and neuter genders and vice versa. The words “include,” “includes” and “including” will be deemed to be followed by “without limitation.” Each party to the Agreement acknowledges that it has had the opportunity to review the Agreement with legal counsel of its choice, and there will be no presumption that ambiguities will be construed or interpreted against the drafter. All the terms and periods herein are calculated as calendar periods, unless otherwise expressly specified.
12.6. No partnership or agency. Nothing in the Agreement or any circumstances associated with it or its performance give rise to any relationship of employment, agency or partnership between You and ABBYY.
12.7. Entire Agreement. The Agreement is the final and complete expression of the agreement between these parties regarding Your usage of Service. This Agreement supersedes all previous oral and written communications regarding these matters, including any marketing materials or documentation provided by ABBYY prior to the execution of this Agreement, unless specifically referred to and incorporated in this Agreement. No employee, agent, or other representative of ABBYY has any authority to bind ABBYY with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter this Agreement. All of this Agreement applies both to the Service as a whole and to any of the Service’s separate parts.
12.8. Contact Us. Should You have any questions concerning this Agreement, or if You desire to contact ABBYY for any reason, please contact Your ABBYY sales representative or Partner.
12.9. Notices. Any notices or communications required or permitted to be given by this Agreement must be (a) given in writing and (b) personally delivered or mailed, by prepaid, certified mail or overnight courier, or transmitted by electronic mail transmission, to the party to whom such notice or communication is directed, to the mailing address or regularly-monitored electronic mail address of such party (in Your case, this shall be the electronic mailing address provided on registration or any subsequently update thereto). Notice shall be deemed to have been given, if by post, on the date that the notice is delivered, and if by e-mail, when the recipient acknowledges having received that email by return email sent to the email address of the sender or by another method, with an automatic “read receipt” constituting acknowledgement of an email for the purposes of this section. In the case of change of address, the party whose address has changed shall provide written notification to the other party in respect of such change and communicate the new address to the other party.
12.10. Calculation of Terms. All the terms and periods herein are calculated as calendar periods, unless otherwise expressly specified.
12.11. Index. ABBYY may list and publish in different materials and on the Internet Your name and in an index of clients/products that use technology developed by ABBYY.
12.12. Amendment to this Agreement. ABBYY may unilaterally change this Agreement effective as of any time, including immediately, where such changes: (a) are required to comply with applicable law; or (b) do not: (i) result in a violation of Your rights hereunder; or (ii) otherwise have a material adverse impact on Your rights under this Agreement, as reasonably determined by ABBYY. Otherwise, ABBYY may unilaterally change this Agreement by notifying You with at least a 30 (thirty) days’ prior notice before the changes will take effect by either: (a) e-mail; or (b) alerting You via Service interface. If You object to any such change, You must terminate Account(s) and stop using Service. ABBYY is not required to notify You about editorial changes.
12.13. Force Majeure. If the performance of the provisions of this Agreement or any obligation herein is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of the party obliged to perform it, the party so affected, upon giving prompt notice to the other party, shall not be liable for any delay or failure to perform the provisions of this Agreement or any obligations herein to the extent of such prevention, restriction or interference, but the party so affected shall use its best efforts to avoid or remove such causes of non-performance and shall resume the performance of the provisions and obligations as soon as possible after such causes are removed or diminished.
12.14. Law and Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to or application of its conflicts of law principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in a state or federal court of competent jurisdiction situated in Santa Clara County, California and You consent to the exclusive personal jurisdiction of such courts for such purpose. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
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With best regards,
The ABBYY Team