Trial Software License Agreement
This document (hereinafter referred to as the Agreement) is an offer by ABBYY Solutions Limited., a company duly incorporated under the law of Cyprus having its registered office at Michail Karaoli 2, Egkomi, CY 2404, Nicosia, Cyprus (hereinafter referred to as ABBYY) to enter into a licensing agreement for a trial of the ABBYY Mobile OCR SDK and/or ABBYY Mobile Imaging SDK software, subject to the terms of this Agreement.
OCR (Optical Character Recognition) means the process of extracting text information from raster images. OCR refers only to machine printed texts and barcodes.
SDK (Software Development Kit) means any kind of application or set of applications that facilitates the development of other applications that use the functions contained in the SDK. The SDK may or may not provide an API (Application Programming Interface) to access its functions programmatically.
ABBYY Mobile OCR SDK means a set of SDKs that lets the Developer integrate optical character recognition (OCR), business card recognition (BCR) functionality and/or functionality that enables the recognition of images from cameras of mobile devices (collectively referred to as ABBYY Mobile OCR Engine) into the Developers software for iOS and/or Android and/or other OSs.
ABBYY Mobile Imaging SDK means a set of SDKs that lets the Developer integrate functions of image enhancement and/or image quality evaluation and/or image export for images obtained using cameras of mobile devices (collectively referred to as ABBYY Mobile Imaging SDK) into the Developers software for iOS and/or Android and/or other OSs.
Trial ABBYY Mobile SDK means the special version of the ABBYY Mobile OCR SDK and/or ABBYY Mobile Imaging SDK limited by time of usage in accordance with article 3.2 of the Agreement.
Computer means a specific physical device or virtual machine that may consist of one or more CPU (central processing unit) cores and running specified operating system. Any changes to the configuration or composition of the Computer could result in the Computer being considered a different Computer for licensing purposes.
Software means a software application or software solution which is designed by the Developer and which contains the ABBYY Mobile OCR SDK and/or ABBYY Mobile Imaging SDK or parts of the ABBYY Mobile OCR SDK and/or ABBYY Mobile Imaging SDK.
Developer refers to and includes any person and/or any entity that is accepting this Agreement.
End User means any person that uses the Software.
Intellectual Property Rights means all intellectual and industrial property rights and includes rights to (i) inventions, discoveries, and letters patent including reissues thereof and continuation and continuations in part, (ii) copyrights, (iii) designs and industrial designs, (iv) trademarks, service marks, trade dress and similar rights, (v) know-how, trade secrets and confidential information, (vi) integrated circuit topography rights and rights in mask works, and (vii) other proprietary rights, including software rights.
GRANT OF LICENSE
- By selecting the “I accept the terms of the license agreement” the Developer accepts this offer in its entirety, unconditionally accepts the terms of the Agreement and enters into a trial software licensing agreement with ABBYY on the terms of this Agreement (hereinafter referred to as the Licensing Agreement).
- This Agreement stipulates all of the terms of the Licensing Agreement between ABBYY and the Developer, who has entered into the Licensing Agreement by accepting this offer.
- The Developer acknowledges and agrees that no rights, title, or interest to any of ABBYY’s Intellectual Property Rights including any Intellectual Property Rights in or to the Trial ABBYY Mobile SDK, the ABBYY Mobile OCR SDK and/or ABBYY Mobile Imaging SDK and any part thereof or copy thereof are transferred or conveyed to the Developer.
- The Trial ABBYY Mobile SDK contains valuable trade secrets and confidential information belonging to ABBYY and third parties and is protected by copyright laws, including, without limitation, by United States Copyright Law, laws of Russian Federation, international treaty provisions, and the applicable laws of the country in which it is being used or obtained.
- ABBYY shall have the right to immediately terminate this Licensing Agreement in the event the Developer disputes or contests, directly or indirectly, the validity, ownership or enforceability of any Intellectual Property Right of the ABBYY or its licensors, or counsels, procures or assists any other person to do so, such without prejudice to the ABBYYs other rights and remedies under the applicable law or the Licensing Agreement.
- All title and rights in and to the content that is not contained in the Trial ABBYY Mobile SDK, but may be accessible through the use of the Trial ABBYY Mobile SDK, are the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and international treaties. This Licensing Agreement does not grant to the Developer any rights to such intellectual property.
- The Developer hereby agrees to read and understand the points of Licensing Agreement specified in this document and to bear the risk of failing to do so. By using the Trial ABBYY Mobile SDK in any way the Developer indicates that he has understood and accepted the terms of the Licensing Agreement.
- Subject to the terms of the Licensing Agreement ABBYY provides to the Developer, who has accepted the terms of the Licensing Agreement, a limited, non-exclusive license to use the Trial ABBYY Mobile SDK free of charge for testing the operability and functionality of the Trial ABBYY Mobile SDK within the Software.
- The Developer may use the functionality of the Trial ABBYY Mobile SDK exclusively for the purpose of integrating the Trial ABBYY Mobile SDK with the Software and testing the operability and functionality of the Trial ABBYY Mobile SDK within such software during a period of up to ninety (90) days from the date of the installation of the Trial ABBYY Mobile SDK by the Developer (hereinafter referred to as the Trial Period).
- The Developer may only use the Trial ABBYY Mobile SDK on one computer.
- The Developer may use the Trial ABBYY Mobile SDK to create the Software that can be used to evaluate the usefulness of the Trial ABBYY Mobile SDK for the Developer’s future projects. The developer may not demonstrate the Software that was developed using the Trial ABBYY Mobile SDK without prior written consent from ABBYY.
- The right to use the Trial ABBYY Mobile SDK is granted to the Developer free of charge for the purpose of expanding the Software’s functionality by integrating the Trial ABBYY Mobile SDK with the Software for the non-commercial use. After evaluating the Trial ABBYY Mobile SDK the Developer may ask ABBYY to conclude a contract for the commercial use of the ABBYY Mobile OCR SDK and/or ABBYY Mobile Imaging SDK, and ABBYY may consider concluding such a Contract.
- The Developer receives access to the archive containing the Trial ABBYY Mobile SDK after completing the Registration procedure by filling out the registration form at http://www.abbyy.com/mobileocr/trial/ and after obtaining approval from ABBYY (hereinafter referred to as Registration).
- The information provided by the Developer during Registration must contain the first name, last name, e-mail address and phone number of the Developer’s representative, the name of the Developer’s company, the Developer’s country of residence, and the name of the operating system(s) for which the Developer plans to create Software using the Trial ABBYY Mobile SDK. The Developer hereby agrees to provide ABBYY with abovementioned personal information. The Developer may choose not to provide ABBYY with the Developer’s personal information, in which case the Developer may be refused to obtain the access to the Trial ABBYY Mobile SDK.
- The Developer must provide complete and accurate information during registration and agrees to bear the risk of inability to access the electronic archive containing the Trial ABBYY Mobile SDK files and receive support from ABBYY if such inability is caused by the incorrectness or incompleteness of information provided during Registration.
- The Developer bears responsibility for the authenticity and completeness of the information (including personal data) provided during Registration and affirms that he has the authority necessary to enter into the Licensing Agreement. The Developer must immediately notify ABBYY in writing, orally or by e-mail of any changes in the information provided during the Registration.
- The Developer agrees not to provide more personal information than ABBYY requires, and agrees that his personal information may be processed (including but not limited to collected and/or otherwise used) by ABBYY in compliance with applicable law provided that the confidentiality of the data and data security is maintained if it is required by applicable law. Any personal information, the Developer provided to ABBYY, will be processed, stored and used strictly within ABBYY, its affiliates or associated companies and will not be disclosed to any third party, except as may be required by applicable law.
- When the Developer entered into the Licensing Agreement and was provided with access via ABBYY’s website to an electronic archive containing the Trial ABBYY Mobile SDK files, the Developer may use it as described in the Licensing Agreement.
The developer may not:
- use the Trial ABBYY Mobile SDK and any or all parts thereof in any way after the Trial Period has expired;
- distribute the Trial ABBYY Mobile SDK or parts of the Trial ABBYY Mobile SDK or provide access to the Trial ABBYY Mobile SDK to third parties in any way, including, but not limited to providing access via a local or global network, copying, selling or leasing the Trial ABBYY Mobile SDK or its components;
- reverse-engineer, disassemble, decompile (derive the source code from the object code) the Trial ABBYY Mobile SDK or its components or attempt to do this; If applicable law prohibits the restriction of such activities, any information so discovered must not be disclosed to third parties with the exception that such disclosure is required by law and such information must be promptly disclosed to ABBYY. All such information shall be deemed to be confidential and proprietary information of ABBYY.
- make any changes to the Trial ABBYY Mobile SDK except for changes to code samples provided as part of the Trial ABBYY Mobile SDK;
- use the results acquired through the use of the Trial ABBYY Mobile SDK in the Developer’s regular business activities or in commercial activities of third parties, as well as for making direct or indirect profits;
- gain access to the Trial ABBYY Mobile SDK by circumventing technologies that prevent unauthorized access to the Trial ABBYY Mobile SDK or provide or assist in providing such access to third parties;
- Remove, change or obscure any copyright, trademark or patent notices that appear on the Trial ABBYY Mobile SDK as delivered to the Developer.
- Any use of the Trial ABBYY Mobile SDK or component parts outside of or in contravention of the terms and conditions of this Agreement shall constitute a breach of ABBYY’s intellectual property rights and shall give cause for the revocation of all rights to use the Trial ABBYY Mobile SDK granted to the Developer under this Agreement.
- The Trial ABBYY Mobile SDK is provided by ABBYY as is. ABBYY does not guarantee that the Trial ABBYY Mobile SDK will meet the Developer’s expectations or fit the Developer’s purposes, or that the Trial ABBYY Mobile SDK will function without errors on its own or when integrated with the Software.
- ABBYY does not check or otherwise review the results acquired through the use of the Trial ABBYY Mobile SDK and does not guarantee the validity, accuracy, completeness and quality of information contained in results acquired through the use of the Trial ABBYY Mobile SDK, including its compliance with applicable legislation and non-violation of rights of third parties.
- Under no circumstances shall ABBYY be liable for information contained in results acquired through the use of the Trial ABBYY Mobile SDK integrated with the Software. Any disputes, questions or claims related to the content, nature, distribution or use of the Trial ABBYY Mobile SDK within the Software must be addressed to the Developer.
- ABBYY disclaims any liability for any direct or indirect damages to the Developer or third parties caused by the use and/or the inability to use of the Trial ABBYY Mobile SDK and/or information contained in results acquired through the use of the Trial ABBYY Mobile SDK, including but not limited to any loss of data or information of any kind, claims or costs whatsoever, or any consequential, indirect, incidental, special or punitive damages or damages caused by possible errors or misprints in the Trial ABBYY Mobile SDK, even if an ABBYY representative has been advised of the possibility of such loss, damages, claims or costs, or for any claim by any third party. The foregoing limitations and exclusions apply to the extent permitted by applicable law.
- ABBYY may release and announce the release of the next consecutive version of the Trial ABBYY Mobile SDK, and may do so on its websites. ABBYY does not guarantee the stability and continuing support of old versions of the Trial ABBYY Mobile SDK. If the Developer does not agree to use the altered or updated version of the Trial ABBYY Mobile SDK, the Developer must stop using the Trial ABBYY Mobile SDK.
- Since the Trial ABBYY Mobile SDK is in a state of constant development and improvement, the type, nature and form of the functionality it provides may change from time to time without any prior notice to the Developers. ABBYY may at its own discretion suspend or stop the distribution of the Trial ABBYY Mobile SDK to all Developers or a specific Developer without any prior notification and any compensation.
- ABBYY may provide support for the use of the Trial ABBYY Mobile SDK to registered Developers in accordance with ABBYY’s technical support policy available at http://www.abbyy.com/support/policy/. ABBYY shall not under any circumstances provide any services or support to End Users. ABBYY reserves the right to change the support policy at any time without any prior notice.
- In addition to the general terms and conditions, ABBYY may have specific support policies in specific regions which may be regulated by separate agreements.
- Any supplementary software code and any Trial ABBYY Mobile SDK component provided to the Developer as part of Support Services is to be considered as a part of the Trial ABBYY Mobile SDK and as a subject of the terms and conditions of this Licensing Agreement.
- To be eligible for Support Services, the Developer may be required to provide ABBYY with information about the characteristics of his hardware, Serial Number of his Trial ABBYY Mobile SDK as well as certain personal information, such as Developer’s name, company name (if applicable), address, phone number and e-mail address. ABBYY may use the above-mentioned information as described in article 2.5 of the Licensing Agreement.
- The Developer acknowledges that the Trial ABBYY Mobile SDK and the Company’s Intellectual Property Rights thereto and any written or oral information divulged by the Company related to the Trial ABBYY Mobile SDK are confidential information (hereinafter, Confidential Information). Any other information disclosed by ABBYY to the Developer, whether orally or in writing, shall also be considered Confidential Information if ABBYY provides written notice that such information is confidential.
- Regardless of whether the Developer receives written notice about the confidentiality of such information from ABBYY, Confidential Information also includes information about results acquired through the use of the Trial ABBYY Mobile SDK, information about how the Trial ABBYY Mobile SDK compares to similar software application or software solution, and information about the suitability of the Trial ABBYY Mobile SDK for any specific uses or tasks.
- The Developer may not disclose Confidential Information. The term “disclose” means to display, describe, copy, lease, loan, rent, assign, transfer or provide access, over a network or otherwise, to Confidential Information reproduced in any form, including oral communications, to any third party.
- The Developer must take all reasonable steps to prevent the disclosure of the Confidential Information and to keep it confidential for five (5) years from the date when the Licensing Agreement comes into force.
- The Developer may not use Confidential Information to develop software with functionality similar to that of the Trial ABBYY Mobile SDK under any circumstances without prior written consent from ABBYY.
- Without prejudice to anything else, the Developer has the right to share the Confidential Information, the information about the technical characteristics and test results of the Trial ABBYY Mobile SDK only with the Developer’s employees or the Developer’s agents directly involved in making the decision about the purchase of the ABBYY Mobile OCR SDK and/or ABBYY Mobile Imaging SDK, provided the Developer ensures that such Developer’s employees or Developer’s agents accept the duty to keep such information secret. The Developer shall be liable for any disclosure of Confidential Information by its employees.
- The Developer must promptly inform ABBYY if he becomes aware of any disclosure of Confidential Information. If the Developer is in breach of the terms and conditions set forth in articles 5.1 – 5.6 above, the Developer must compensate ABBYY for any loss resulting from every such breach.
- The Licensing Agreement comes into force in accordance with paragraph 1.1.of this Agreement and remains in force from the installation of the Trial ABBYY Mobile SDK by the Developer up to the end of Trial Period.
- The Developer must destroy all copies of the Trial ABBYY Mobile SDK in its possession (including printed materials, physical media, files and archive copies of the Trial ABBYY Mobile SDK) and those parts of the Software that use the Trial ABBYY Mobile SDK no later than ten (10) days after the expiration or termination on any grounds of this Agreement.
- The expiration or termination of the Licensing Agreement shall have no effect on provisions of the Agreement that remain in force after the expiration or termination of the Licensing Agreement as well as on ABBYY’s right to seek remedy for the Developer’s breach of the terms of this Agreement. The following provisions will survive any expiration or termination on any grounds of this Agreement: Paragraphs 3.7 - 3.8, 4.3 – 4.6, 5.1 – 5.7, 6.1 – 6.7 and 7.1 – 7.3 as well as any indemnification obligations.
- Upon termination of the Licensing Agreement, all the rights granted to the Developer under this Agreement shall immediately cease to exist.
- The termination of this Agreement shall not affect any of its provisions which are expressed to operate or have effect after termination or any right of action already accrued to the Company in respect of any breach by the Developer.
- Upon the termination of the Agreement, the Developer shall not have the right to any compensation for goodwill, customers, expenses or any other payment of any nature from ABBYY.
- If the Developer breaches paragraph 2.2-2.4, 3.7, 5.3 – 5.5, 5.7 and 6.2 of this Agreement, the Developer shall pay a compensation for every such breach in the amount of up to two hundred thousand (200000) united states dollars, or, at ABBYY’s discretion, compensate damages caused by such breaches, including damages to third parties that have gained access to the Trial ABBYY Mobile SDK as a result of the Developer’s breach of the terms of this Agreement.
- A demand for compensation or the payment of penalties must be in writing. In the absence of a duly executed demand no penalty or compensation shall be accrued or paid.
- The Developer shall pay the penalty within thirty (30) work days from the date he receives the corresponding demand from ABBYY.
- This Agreement is the entire agreement between ABBYY and the Developer as to the matters set forth herein, and supersedes all prior discussions and agreements between ABBYY and the Developer. Any changes to this Agreement except for unilateral changes of conditions specifically provided for herein shall only be effective if executed in writing and signed by ABBYY and the Developer.
- All terms of this Agreement related to the Trial ABBYY Mobile SDK apply to the entire Trial ABBYY Mobile SDK and to all of its individual parts.
- The Trial ABBYY Mobile SDK is protected by national laws, including the laws of the Russian Federation, the laws of the United States of America, and intellectual property laws effective in the country where the Trial ABBYY Mobile SDK is being used.
- The relationship between the parties of the Licensing Agreement shall be governed by the laws of the Republic of Cyprus. Any disputes between ABBYY and the Developer shall be resolved by the court or other relevant judicial institution of competent jurisdiction of the Republic of Cyprus.
- If any claims or lawsuits are brought against the Developer in connection with his use of the Trial ABBYY Mobile SDK, the Developer shall inform ABBYY in writing about them promptly and whenever practicable within three (3) days from the moment the Developer learn of them. The Developer shall take all necessary actions to enable ABBYY to take part in the proceedings or hearings of or take over the defense of said claims or lawsuits in court or arbitration, and shall provide ABBYY with his full cooperation and all information ABBYY deems useful or necessary for the defense of settlement of the corresponding claims or lawsuits, promptly upon (and whenever practicable no later than seven (7) days from the moment of) the receipt of an inquiry from ABBYY.
- The failure of a party to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.
- Any notice to be given under this Agreement shall be in writing or telexed, sent by facsimile transmission or forwarded by first class prepaid registered or recorded delivery letter post to the recipient party. If a notice is sent by the Developer to ABBYY, the Developer shall also send a copy of this notice to the following e-mail address: email@example.com.
- ABBYY may send the Developer e-mails containing product and company news, information about special offers, advice on product usage and other product and company-related information provided the Developer agrees to receive such information. The Developer may remove his e-mail address from ABBYY’s mailing list at any time by notifying ABBYY about his unwillingness to receive such e-mails by sending e-mail to the following address: firstname.lastname@example.org.
- If any part of this Licensing Agreement is found void or unenforceable, it will not affect the validity of the balance of the Licensing Agreement, which shall remain valid and enforceable according to its terms.
- ABBYY may at any time and without prior notice to the Developer change the terms of this Agreement. The effective version of this Agreement is available at http://www.abbyy.com/mobileocr/agreement. The Developer bears the risk of failing to read and understand any new version of the Agreement. Continuing use of the Trial ABBYY Mobile SDK by the Developer after the terms of this Agreement have been changed indicates that the Developer has agreed to the new terms.
- The Developer acknowledges that ABBYY may collect and use data provided during Registration, and store, classify, clarify (update and change), distribute, depersonalize, block or destroy such data. Data provided during Registration will only be stored within the ABBYY, its affiliates or associated companies and shall not be disclosed to any third parties except as may be required by applicable law.
- The Developer may not transfer any rights and obligations under this Agreement without prior written consent from ABBYY. Any attempt to do so shall have no legal effect.
- ABBYY may transfer its rights and obligations under this Agreement to third parties without consent from the Developer.
- ABBYY may unilaterally and at any time terminate the Licensing Agreement, particularly in cases when the Developer breaches any provision of this Agreement.