ABBYY USA TRIAL SOFTWARE LICENSE AGREEMENT
This Software License Agreement (“TSLA” or “Agreement”) is made between ABBYY USA Software House, Inc., 880 North McCarthy Blvd., Suite 220, Milpitas, CA 95035 (hereinafter “ABBYY”, and the terms “we”, “our” or “us” are used in reference to ABBYY) and the entity identified below (hereinafter “Developer”) effective as of the date Developer clicks the “Agree” icon below (“Effective Date”).
The FineReader Engine SDK (for Windows, Linux or Mac platforms), as well as the content, sample layouts, documentation, and any fonts supplied with, will hereinafter be referred to collectively as the “ABBYY SDK.”
1.1. ABBYY SDK means a set of software development kits (SDK) marketed under the FineReader trademark, which IPR are owned by or licensed to ABBYY. The ABBYY SDK allows Developer to integrate the OCR and/or ICR functionality into other APPLICATION(s). ABBYY SDK may include as components software protection keys (hereinafter, “License Keys”).
1.2. Trial ABBYY SDK means the special version of the ABBYY SDK limited by time of usage and pages to be processed in accordance with article 3 of the Agreement.
1.3. APPLICATION means a software application which is designed by Developer and which contains parts of the ABBYY SDK.
1.4. Intellectual Property Rights or “IPR” 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, and (vi) other proprietary rights.
1.5. Territory means North America, Japan and Taiwan.
2.1. The object of this Agreement is to establish the terms and conditions subject to which Developer is entitled to use the Trial ABBYY SDK during the Trial Period as set forth in Article 3 of the Agreement.
3. TRIAL ABBYY SDK USAGE TERMS
3.1. The duration of the Trial ABBYY SDK, from activation by Developer to expiration of the license (the “Trial Period”), is limited by ABBYY to the number of days specified in the license key.
3.2. ABBYY hereby grants Developer and Developer accepts a limited, non-exclusive, non-transferable, non-assignable, royalty-free, license to use the Trial ABBYY SDK for Developer’s internal business purposes in the Territory, solely for the duration of the Trial Period, using only the number of activations provided by ABBYY, and for the sole purpose of assessing the suitability of the ABBYY SDK for the development of an Application by Developer and for Developer’s future projects with respect to any and all such Applications. Developer shall be fully liable to ABBYY for all acts and omissions of any of Developer’s employees or Developer’s agents.
3.3. Developer may not use the Trial ABBYY SDK and any and all parts thereof after the Trial Period has expired.
3.4. Developer shall not copy, decompile, reverse engineer or disassemble, attempt to derive the source code of, decrypt, modify, create derivative works, sell or distribute the Software or its documentation (Licensee’s Manual) or any information concerning the Software’s inner structure, function calls, user interface via paper, disk, email or using any other media.
3.5. Developer may not use an Application utilizing the Trial ABBYY SDK for demonstration purposes without the prior written approval from ABBYY.
3.6. The license key issued by ABBYY limits the number of pages that may be recognized using the Trial ABBYY SDK. Developer shall not use the Trial ABBYY SDK to recognize more pages than is specified in the license key.
3.7. If the Trial ABBYY SDK is deployed in a virtual (e.g. VMware, Citrix, or ghosting) software environment, at no time may multiple machines use the same Trial ABBYY SDK license number, except when the equivalent license to machine quantity has been granted. Developer agrees that at no time may the total pages used by the Trial ABBYY SDK license exceed the total page amount specified in the license key.
3.8. Any results acquired by Developer during the use of the Trial ABBYY SDK shall not be used in Developer’s regular business activities or regular business activities of any third parties, and Developer shall not use these results in any activities that incur direct or indirect revenue for Developer or any third party.
3.9. All rights not expressly and unambiguously granted herein are reserved by ABBYY.
3.10. Developer acknowledges and agrees that nothing herein transfers or conveys to Developer any right, title, or interest to any Intellectual Property Rights in or to the ABBYY SDK, and any part thereof or copy thereof. ABBYY shall have the right to immediately terminate this Agreement in the event Developer disputes or contests, directly or indirectly, the validity, ownership or enforceability of any Intellectual Property Right of ABBYY or its licensors, or counsels, procures or assists any other person to do so, such without prejudice to ABBYY’s other rights and remedies under the applicable law or the Agreement.
3.11. ABBYY has informed Developer that access to functions of the Trial ABBYY SDK is protected by a License Key, which License Key will expire at the end of the three (3) month period of this TSLA and may render the Trial ABBYY SDK unusable and may render any APPLICATION developed by Developer using the Trial ABBYY SDK inaccessible until Developer has purchased a production license to the ABBYY SDK. Developer is not allowed to access or give access to functions of the Trial ABBYY SDK by circumventing this protection.
Developer acknowledges that the ABBYY SDK and any written or oral information disclosed by ABBYY or observed or otherwise acquired by Developer in relation to ABBYY SDK (such as source code, object code, accompanying documentation, the terms and conditions of this Agreement, or ABBYY’s price policy) is confidential information (hereinafter, “Confidential Information”).
4.1. The Developer agrees to maintain confidentiality of the Confidential Information and not to use or disclose such Confidential Information except to its employees who need to know such Confidential Information in the course of the performance of this Agreement.
4.2. Developer shall ensure that its employees, agents, and sub-contractors to whom Confidential Information of ABBYY is disclosed or who have access to Confidential Information of ABBYY sign a nondisclosure or similar agreement in content substantially similar to this Agreement, which agreement must be sufficiently broad in scope so as to protect the Confidential Information. Developer agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care that Developer utilizes to protect its own Confidential Information of a similar nature and in no event less than a reasonable standard of care. Developer agrees to notify ABBYY in writing of any misuse or misappropriation of Confidential Information.
4.3. Without prior written approval from ABBYY, under no circumstances may Developer use the Confidential Information to develop any application that will provide for functionality comparable to the ABBYY SDK, or any other ABBYY software.
5. DISCLAIMER OF WARRANTIES.
No oral, recorded, and/or written information or advice given by ABBYY or an ABBYY authorized representative shall create a warranty. Should the ABBYY SDK prove defective, Developer assumes the entire cost of all necessary servicing, repair or correction. The Trial ABBYY SDK (including its technical documentation) is delivered "AS IS," and without warranty of any kind. ABBYY DOES NOT WARRANT THAT THE ABBYY SDK IS ERROR FREE OR THAT IT WORKS IN ALL CIRCUMSTANCES. ABBYY DISCLAIMS ALL WARRANTIES AND INDEMNITIES WITH RESPECT TO THE ABBYY SDK, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
6. LIMITATIONS OF LIABILITY
6.1. Developer’s Liability. Developer shall compensate ABBYY in full for any damage caused by Developer breaching one or more of its obligations under the Agreement, including but not limited to any damage caused by third parties who may have received access to the Trial ABBYY SDK as a result of Developer’s breach.
6.2. ABBYY’S LIABILITY. USE OF THE TRIAL ABBYY SDK IS AT DEVELOPER’S SOLE RISK AND DEVELOPER ASSUME’S THE ENTIRE RISK OF ANY AND ALL CONSEQUENCES RELATING TO THE TRIAL ABBYY SDK. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ABBYY BE LIABLE FOR PERSONAL INJURY, OR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO DEVELOPER’S ACCESS TO, USE OR INABILITY TO USE THE ABBYY SDK, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ABBYY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOEING, IN NO EVENT SHALL ABBYY’S TOTAL AND CUMULATIVE LIABILITY TO DEVELOPER FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR THE ABBYY SDK EXCEED FIFTY UNITED STATES DOLLARS ($50.00).
7.1. This Agreement shall expire six (6) months from the Effective Date, except if there is an active trial in progress at six (6) months from the Effective Date this Agreement shall be extended and shall expire upon the expiration of that Trial Period.
7.2. The obligations of confidentiality specified under Section 4 above shall survive expiration or earlier termination of this Agreement in perpetuity for the longest period of time permitted under applicable law, whichever is shorter.
7.3. Without prejudice to the ABBYY’s other rights and remedies under this Agreement and/or the applicable law, ABBYY has the right to suspend or terminate immediately all or any of its obligations at any time by giving notice in writing to Developer.
8. CONSEQUENCES OF TERMINATION
8.1. Upon termination of the Agreement, all the rights granted to Developer under this Agreement shall immediately cease.
8.2. The expiry or earlier termination of this Agreement shall not affect any of its provisions which 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 Developer.
8.3. Upon the termination of the Agreement, Developer must destroy within ten (10) days all his copies of the Trial ABBYY SDK (including all printed materials, media (disks), information files, and archive copies of the Trial ABBYY SDK) and those parts of his APPLICATION that utilize the Trial ABBYY SDK, and if so requested by ABBYY, deliver to ABBYY within thirty (30) days of termination, a certification signed by an authorized representative of Developer confirming to ABBYY such destruction.
9. MISCELLANEOUS PROVISIONS
9.1. All of the conditions stated in this Agreement affect both the ABBYY SDK as a whole and any of the ABBYY SDK’s separate parts.
9.2. The captions of articles used in this Agreement are for reference only and are not to be construed in any way as terms.
9.3. Developer may not assign or transfer any of the rights or responsibilities set forth herein without the prior written consent of ABBYY, and any purported attempt to do so shall be deemed void.
9.4. Either party's failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of any such rights.
9.5. This Agreement is the entire Agreement between the parties as to the matters set forth herein and supersedes any all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. Any subsequent waiver or modification of this Agreement, or any part of it, shall only be effective if reduced to writing and signed and dated by both parties.
9.6. Any notices required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; or (c) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may specify in writing.
9.7. Should individual articles or sections of this Agreement become invalid, the validity of the remaining articles and sections is not affected.
9.8. All the terms and time periods herein are calculated as calendar if not explicitly specified otherwise. If the last day of the period happens to be a non-working day either in the country of ABBYY or in the country of Developer, such period shall terminate on the first working day following this non-working day.
10. LAW AND CONSTRUCTION
10.1. This TSLA 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. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
10.2. Any action or proceeding arising out of or relating to this TSLA shall be brought exclusively in a state or federal court of competent jurisdiction situated in Santa Clara County, California and the parties consent to the exclusive personal jurisdiction of such courts for such purpose.
By clicking on the "Agree" icon below you warrant that as Developer's Representative you have authority to bind Developer and agree that Developer shall be legally bound by all of the terms of this TSLA. If you do not agree please click the "Do Not Agree" icon below or close this window. After you click "Agree" ABBYY will in its sole discretion approve the information provided and manifest ABBYY's assent to Developer's receipt and use of the Trial ABBYY SDK by sending Developer a license key.