These Subscription Terms (“Terms”) together with the End User License Agreement (“EULA”), Order and Your agreement with ABBYY Partner (if any) incorporate terms on subscription, billing and payment procedure for the use of ABBYY Software on a Subscription-based model.
“A4 Page” means a document page according to ISO A4 format (210mm × 297mm size). The unit “A4 Page” or “Page” in short is used as the general internal currency for calculating processing costs.
“ABBYY” means ABBYY legal entity You entered into EULA with.
“ABBYY Partner” means the company that is entitled to provide Distribution Kit(s) and Protection Key(s) under the terms of a separate agreement concluded between ABBYY Partner and You. The liability of ABBYY Partner, the terms of the ordering of and payment for Distribution Kit(s) and Protection Key(s), and other terms shall be stipulated in a separate agreement concluded between ABBYY Partner and You.
“ABBYY Software” means the version or release of ABBYY software product, in executable format only and not in source code format, identified in Order. The term “ABBYY Software” also includes any and all derivative works thereof or modifications, the documentation for ABBYY Software and any updates or error corrections to ABBYY Software provided or made available to You by ABBYY for ABBYY Software listed in relevant Order. Unless otherwise explicitly specified, ABBYY Software refers only to the major version of the software product listed in the applicable Order.
“Balance” means the amount of A4 Pages available for processing per Subscription Term. For the purposes of calculation one invoice page equals to three A4 Pages.
“Distribution Kit” means a set of files, accompanied by documentation, containing information about certain optical character recognition (“OCR”) and/or intelligent character recognition (“ICR”) functions and/or data capture or other related image technology, which is put together according to ABBYY’s rules and is intended for integration into other applications. A Distribution Kit may be provided either as an Internet download or on electronic, optical or magnetic media.
“EULA” means the agreement between You and ABBYY governing the use of ABBYY Software by You. In case of any discrepancy.
“Invoice” means a written or electronic financial document specifying what is being ordered, quantity, price, Subscription Term and other commercial terms and conditions. Once signed or otherwise accepted by You, including if a payment was provided to ABBYY based on Invoice issued to You, ABBYY Software and \ or a Subscription shall be made available to You. Invoice shall be issued in accordance with and refer only to these Terms, EULA and relevant Order.
“Order” means a written or electronic document specifying ABBYY Software to be licensed to You and includes a description of what is being ordered, ABBYY Software specifications, quantity, price, 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 EULA and these Terms. Order shall refer only to these Terms and EULA.
“Protection Key” means a hardware device (“Hardware Key”) or software (“Software Key”) containing information about ABBYY Software and used to protect the copyright to ABBYY Software. The data stored in a Protection Key are part of ABBYY Software.
“SDK” means a type of ABBYY Software as defined in more details in relevant EULA and which allows the creation of applications, including but not limited to, software package, software framework, hardware platform, computer system, operating system, or similar platform, also enables You to integrate OCR and/or ICR functions into Application.
“Subscription” means Your commitment to pay Subscription Fee(s) to ABBYY in order to use ABBYY S functionality during Subscription Term according to the fees stated in the applicable Invoice agreed and accepted by both You and ABBYY; and in consideration of such payment, ABBYY’s commitment to make ABBYY Software and technical support (SMUA) available to You during Subscription Term.
“Subscription Term” means an auto-renewable time period during which You are entitled to use ABBYY Software functionality and for which you have committed to pay Subscription Fee(s) stated in the applicable Invoice agreed and accepted by both You and ABBYY. Subscription Term includes any free trial period that ABBYY may provide. Subscription Term shall commence on the start date specified in applicable Order or Invoice and continue for the term specified therein and any renewals thereto, except as otherwise specified in such Order or Invoice.
“Subscription Fee” means the payment that You make for the right to use ABBYY Software functionality during certain Subscription Term.
“You” means person and/or legal entity that obtained ABBYY Software for its own internal use based on EULA and/or on an agreement with ABBYY Partner.
Ordering and Payment
You shall pay Subscription Fees for Licenses in the amount stated in Order or Invoice and under the terms as set forth in these Terms and EULA, in accordance with the following scheme:
Ordering a) You may Order access to Subscription from ABBYY directly or through ABBYY Partner by sending an e-mail message to ABBYY or to ABBYY Partner, enclosing an Order and stating the subtypes and quantities of required Licenses. b) ABBYY may ask You for additional information about Application before agreeing to any Order. c) ABBYY may reject an Order if i) You refuse to provide the information requested by ABBYY, or ii) You compete with ABBYY in the area of OCR and/or ICR products development and sales; or iii) the features of Application are different from those communicated to ABBYY.
Payment a) ABBYY or ABBYY Partner shall Invoice You, stating in Invoice the amount of Subscription Fee(s) and the due date of payment. If You fail to pay Invoice within the due date of payment as specified in Invoice, Order shall be considered as cancelled and no access to ABBYY Software functionality shall be granted to You. b) You shall make a pre- or post-payment of Subscription Fee(s) as stated in appropriate Invoice. c) You shall keep and maintain for a period of 4 (four) years proper records relating to the pages processed. ABBYY, upon reasonable notification, shall have the right to inspect such records to confirm the accuracy of Your records in case of dispute. All inspections will be conducted by independent public accountants during regular business hours at Your premises in a manner that does not unreasonably interfere with Your business activities. If an audit reveals that pages have been processed in excess by 5 % (five percent) of the purchased amount, You shall pay the cost of such audit(s). You shall also pay ABBYY for the additional pages not reported as stated in this section 2 and in the invoiced. In addition of that if an audit reveals that pages have been processed in excess by 10 % (ten percent) of the purchased amount, ABBYY may impose on You a penalty of up to two (2) times the required yearly License minimum payment in that inspecting year. In other cases the inspections shall be at ABBYY’s cost and expense.
You shall pay all the fees for ABBYY Software to ABBYY (if You have ordered License(s) from ABBYY) or ABBYY Partner (if You have ordered License(s) through ABBYY Partner).
The cost of Distribution Kits and Software Keys is included in Subscription Fee(s) and other fees due and payable by You to ABBYY.
Your payment obligations shall be deemed fulfilled once the amount due is credited to ABBYY’s or ABBYY Partner’s bank account.
ABBYY Software will be delivered via Internet. ABBYY or ABBYY Partner shall, upon fulfillment of Your payment obligations, send to You by e-mail Internet address from which Distribution Kit and/or Software Keys may be downloaded. ABBYY’s obligations under this paragraph shall be deemed fulfilled upon the receipt of Internet download address and/or Software Keys by You.
If You opt to purchase Hardware Key, ABBYY or ABBYY Partner shall ship to You Hardware Key as stipulated i) in Order or Invoice, or ii) in the agreement between You and ABBYY Partner.
All fees are non-cancellable and are non-refundable, except as otherwise provided for herein and unless cancellable or refundable under the applicable laws.
After You buy a Subscription plan listed in Order or Invoice, the corresponding amount of A4 Pages available for processing will be credited to You. The purchased number of A4 Pages is valid during Subscription Term. For SDK products only pages are always linked to particular Application, and Pages are not transferable between different Applications or otherwise.
The Subscription renews automatically for additional periods equal to the expiring Subscription Term and for the same conditions unless terminated by either You or ABBYY at least 45 (forty-five) days prior to Subscription termination date by a written notice to the other party.
Positive Balance will not be carried over to the next Subscription Term.
You may upgrade to a higher Subscription plan at any time. Starting from the time of the upgrade Page volume according to the new Subscription plan will be available for processing. The price of the new Subscription plan will be charged on a pro rata basis. The newly purchased Pages shall be available during and until termination of the initial Subscription Term and for the same conditions.
You may cancel a Subscription plan at any time. The fee paid for Subscription plan is non-refundable. ABBYY will charge You for the subsequent amounts due for amounts in excess of the Subscription volume purchased at the end of the Subscription Term unless otherwise mentioned in applicable Order. If you fail to pay these excessive amounts ABBYY Software functionality will not be available for You.
Termination of Subscription
Upon termination or expiration of a particular Subscription, You shall have no right to use ABBYY Software functionality unless You purchase a new Subscription. In case of a Subscription termination or expiration, EULA and Your agreement with ABBYY Partner (if any) shall remain in full force and effect unless a) duly terminated by any of the parties, or b) terminated based other grounds of termination as provided in EULA, Your agreement with ABBYY Partner (if any) and by the applicable laws.
If EULA or any active Subscription is terminated by You before Subscription expiration date, You shall, to the extent permitted by applicable laws, 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 shall not apply if the termination is based on ABBYY’s breach.
These Terms form an integral part of and shall prevail over EULA and Your agreement with ABBYY Partner (if any).
ABBYY reserves the right to change its Subscription terms, payment or billing methods at any time.
All capitalized terms used in these Terms that are not otherwise expressly defined herein shall have the respective meanings ascribed to such terms EULA and Your agreement with ABBYY Partner (if any), including any Order and Invoice.
If any conflict arises between the terms and conditions of any prior, concurrently or subsequently issued Order (or any other purchase or sales document), Invoice and these Terms, these Terms shall prevail and control, unless Order or Invoice directly references the particular conflicting term in these Terms or EULA and clearly states parties’ mutual intention to derogate from such term of these Terms or EULA or to apply other online or offline terms and conditions to their commercial relationships. Otherwise such Order and Invoice shall be considered null and void and shall not be enforceable.