Last updated: 28 March 2025
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This End User License Agreement (“AGREEMENT”) between ABBYY and Licensee covers Licensee’s use of ABBYY® Software. ABBYY PROVIDES ABBYY SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON AND/OR CHECKING THE “ACCEPT” BOX AND/OR EXECUTING A QUOTE REFERENCING THIS AGREEMENT AND/OR OTHERWISE INSTALLING AND USING ABBYY SOFTWARE YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. If you do not have the authority or authorization to enter into this Agreement or you do not agree with its terms, ABBYY will not and does not license ABBYY Software to Licensee and you shall not use the ABBYY Software and disable, uninstall and delete it from your system(s) and computers.
"ABBYY" means: (i) the ABBYY entity listed in the Quote if Licensee purchased the ABBYY Software directly from ABBYY; or (ii) if Licensee purchased the ABBYY Software from an Approved Source other than ABBYY or otherwise not by executing a Quote, then the ABBYY entity is defined at https://www.abbyy.com/eula/table/.
"ABBYY Software" means a software product referred to in the Quote and/or with which this Agreement is provided, as further described using the Product Specific Terms.
"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 such entity constitutes an Affiliate only so long as such Control exists. "Control" and its variants "Controlled by" or "under common Control with" means having the legal, beneficial or equitable ownership of more than fifty percent (50%) of outstanding voting securities or partnership interests of the entity, or otherwise having the power to elect the directors, or direct or cause the direction of the entity's management and policies, whether by voting power, contract, or otherwise.
"Approved Source" means ABBYY or an ABBYY Partner.
"Authorized Users" means Licensee and its Affiliates’ employees, representatives, consultants, contractors or agents whom Licensee permits to access and use the ABBYY Software on Licensee’s behalf.
"Confidential Information" means non-public proprietary information of the disclosing party (“Disclosing Party”) obtained by the receiving party (“Receiving Party”) in connection with this Agreement, which has been marked, designated or otherwise identified as confidential by either Party in writing or that ought reasonably to be considered as confidential (however it is conveyed or on whatever media it is stored) including information the disclosure of which would, or would be likely to, prejudice the commercial interests of any person, trade secrets, and know-how of either Party and all Personal Data. ABBYY's Confidential Information shall also include ABBYY Software and Documentation, including Evaluation Versions, Feedback, and Protection Keys, as well as information relating to ABBYY's technology, technical information, inventions, trade secrets, know-how, research, business methods and operations, processes, formulas, plans, strategies, customers, and customer lists, financial information and pricing, products (including without limitation ABBYY Software), software, training and support documentation, whether or not marked, designated, or otherwise identified as "confidential". Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement or other breach of a legal obligation; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the 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 the Receiving Party without reference to or use of any of the Disclosing Party's Confidential Information.
"Start Date" means: (a) the Subscription start date agreed in the applicable Quote or in documentation accompanying purchase from Approved Source (b) where no date is agreed the earliest of the date ABBYY Software and Protection Key are made available to Licensee.
"Documentation" means the technical specifications, requirements and usage materials distributed by ABBYY specifying the functionalities and capabilities of ABBYY Software.
"ISV Distribution" means distribution to third-party end users in conjunction, or integrated into and/or with a third-party or Licensee’s software solution.
"Quote" means a written document issued by ABBYY such as binding order form, agreement, quote or invoice specifying ABBYY Software to be licensed to Licensee, which may specify ABBYY Software add-ons, quantity, price, payment terms, Subscription Term, Volume Units and other applicable terms and conditions.
"Partner" means an entity authorized by ABBYY to market, promote and resell ABBYY Software, and/or to provide Protection Key to Licensee.
"Personal Data" means any information that may be reasonably associated with, linked to, or used to individually identify a particular person or allow a particular person to be personally identified or contacted.
"Product Specific Terms" means terms specifically applicable to ABBYY Software appended hereto which constitute an integral part of this Agreement.
"Protection Key" means a software key containing information about ABBYY Software and limitations on the scope of the Usage Rights.
"SM Terms" means ABBYY's terms and conditions for providing ABBYY Software support and maintenance services to Licensee, which are available at https://www.abbyy.com/sm-terms/ and constitute an integral part of this Agreement.
"Subscription" means Licensee’s commitment to pay fee(s) to ABBYY for Usage Rights during the Subscription Term and in consideration of such payment, ABBYY’s commitment to grant Licensee such Usage Rights for the Subscription Term.
"Subscription Term" means the period for which ABBYY grants Licensee Usage Rights, commencing on the Start Date and continuing until expiration or termination of the Subscription. Unless otherwise set forth in the applicable Quote or otherwise agreed in writing by ABBYY, any Subscription Term for ABBYY Software will automatically renew in accordance with Subscription Terms.
"Subscription Terms" means ABBYY’s Subscription Terms available at https://www.abbyy.com/legal/subscription-terms/ which are incorporated herein by reference and shall apply to Licensee’s Subscription.
"Usage Rights" shall have the meaning prescribed in the section 2.1 below.
"You" means, except if otherwise specified in the applicable Product Specific Terms, the legal entity purchasing or otherwise acquiring the ABBYY Software.
"Volume Unit" means document transactions, documents, pages, events, projects or other types of information that may be processed using ABBYY Software.
2.1 License and Right to Use; Renewals. Subject to Licensee’s payment of Subscription Fees and Licensee’s compliance with the terms and conditions of this Agreement, applicable Product Specific Terms, Subscription Terms, and Documentation, ABBYY grants Licensee a non-exclusive, non-transferable, revocable license to use ABBYY Software during the Subscription Term (“Usage Rights”). The use of particular features, add-ons and/or custom components of ABBYY Software may be limited by Licensee’s Subscription scope and/or a written agreement between Licensee and an Approved Source and/or the documentation accompanying the Subscription purchase.
2.2 Use by Third Parties; No ISV Distribution. Licensee may permit Authorized Users to exercise the Usage Rights on Licensee’s behalf, provided that Licensee shall be responsible for: (a) ensuring that such Authorized Users comply with this Agreement; and (b) any breach of this Agreement by such Authorized Users. This Agreement does not permit ISV Distribution. Should Licensee wish to use ABBYY Software for ISV Distribution, Licensee shall enter into a separate agreement with ABBYY that specifically permits ISV Distribution.
2.3 Evaluation Versions. If ABBYY grants Licensee Usage Rights for ABBYY Software on a trial, evaluation, beta, pre-release, pre-commercial, not for resale or other free-of-charge basis (“Evaluation Version”), Licensee may only use the Evaluation Version for demonstration, verification, testing and similar purposes and only for a limited period as further defined in the respective Protection Key, Quote or otherwise specified by ABBYY in writing. ABBYY, in its discretion, may stop providing the Evaluation Version at any time, at which point Licensee shall immediately cease using the ABBYY Software. Licensee shall not put Evaluation Version into production use. ABBYY provides Evaluation Version “AS-IS” without support and/or any express or implied warranty or indemnity for any problems or issues, and ABBYY shall not have any liability related to Licensee’s use of the Evaluation Version.
2.4 Support and Maintenance. Except as may be specified otherwise in the applicable Quote, the default level of support and maintenance services is provided to Licensee as a part of Subscription. Support and maintenance services shall be provided to Licensee in accordance with the SM Terms which are incorporated herein by reference. In case of contradiction between the SM Terms and this Agreement, the SM Terms shall prevail. Any updates, upgrades, supplementary software code and any ABBYY Software component provided to Licensee by ABBYY in the course of the support and maintenance services shall be considered a part of ABBYY Software and subject to the terms and conditions of this Agreement. Should Licensee wish to have an extended level of support and maintenance services, Licensee, if eligible, may purchase such an extended level of support and maintenance services from an Approved Source.
2.5 Upgrades and Updates. If ABBYY provides Upgrades and Updates (both as defined in SM Terms) as a part of the Subscription, ABBYY will do so in accordance with the SM Terms. ABBYY may develop and provide Updates and Upgrades in its sole discretion, and Licensee agrees that ABBYY has no obligation to develop any Updates at all or for particular issues. Licensee further agrees that all Updates and Upgrades will be deemed ABBYY Software, and related documentation will be deemed Documentation, all subject to all terms and conditions of this Agreement. Licensee acknowledges that ABBYY may provide all Updates via download from a website designated by ABBYY and that Licensee’s receipt thereof will require an internet connection, which connection is Licensee’s sole responsibility. ABBYY has no obligation to provide Updates via any other media. Support and maintenance services do not include any software that ABBYY may issue as a separate or new product, and ABBYY may determine whether any issuance qualifies as a new product, or Update or Upgrade in its sole discretion.
2.6 Use with Third-Party Products. Any use of ABBYY Software together with third-party products, including but not limited to connectors, is solely at Licensee’s risk. Licensee is responsible for complying with any third-party provider terms, including its privacy policy. ABBYY does not provide support or guarantee ongoing integration support for products that are not a native part of ABBYY Software.
3.1 Restrictions on ABBYY Software Generally. Unless expressly agreed by ABBYY in writing, Licensee may not:
(a) transfer, rent, lease, sell, sublicense, make the functionality of any ABBYY Software available to any third party, authorize all or any portion of ABBYY Software to be copied;
(b) remove, modify, or conceal any ABBYY Software identification, copyright, proprietary, intellectual property notices or other marks;
(c) modify, change, correct errors, translate or make derivative works of ABBYY Software, or adapt (including any changes to enable ABBYY Software to run on Licensee’s hardware), or make any changes to the object code of ABBYY Software, applications and databases contained in ABBYY Software other than those provided for by ABBYY Software and described in the Documentation;
(d) reverse engineer, decompile (i.e. reproduce and transform the object code into source code), decrypt, disassemble, or otherwise attempt to derive the source code of ABBYY Software or any of its parts, except, and only to the extent, that such activity is expressly permitted by applicable law notwithstanding this limitation, in which case any information so discovered must not be disclosed to third parties except if disclosure is required by law and such information must be promptly disclosed to ABBYY and all such information shall be deemed to be confidential and proprietary information of ABBYY;
(e) provide access to ABBYY Software to anyone except for Authorized Users, including without limitation in a multi-user system, virtual environment, or via the Internet;
(f) use ABBYY Content other than permitted;
(g) use ABBYY Software for benchmarking purposes; or
(h) unless otherwise provided in the applicable Product Specific Terms, if ABBYY Software is deployed or used in a virtual or cloud software environment, including but not limited to VMware, Citrix, Microsoft Azure, Amazon AWS, or ghosting, at no time shall actual usage of ABBYY Software exceed the scope of the license purchased (obtained) by Licensee from the Approved Source (including, but not limited to, the restriction on the number of Volume Units processed) and Licensee shall not restore a saved state of a virtual environment to circumvent the limitation on the number of Volume Units processed, or circumvent Subscription Term limitation by setting an untrue date in a virtual environment.
3.2 Sunsetting. ABBYY may end the life of ABBYY Software, including any component functionality (“EOL”), by posting a written notice on https://www.abbyy.com/support/eol/. If Licensee have prepaid a fee for a Subscription to ABBYY Software that becomes EOL before the expiration of Licensee’s then-current Subscription Term, ABBYY will either (i) grant to Licensee the Usage Rights during the pre-paid Subscription Term without guaranteeing to Licensee availability of any support and maintenance services for such ABBYY Software after it becomes EOL, or (ii) use commercially reasonable efforts to transition Licensee to a substantially similar ABBYY software, or (iii) pro-rata credit Licensee any unused portion of the prepaid fee for Subscription to ABBYY Software that has been declared EOL (“EOL Credit”). The EOL Credit will be calculated from the last date the respective ABBYY Software is available to the last date of the applicable pre-paid Subscription Term. The EOL Credit may only be applied towards future purchases of ABBYY products.
3.3 Third Party Software, Open Source Software. ABBYY Software may contain components of third-party software, which are the property of their respective owners. Such components are not owned by ABBYY and are subject to separate license terms as set out in the Documentation and/or available online at https://www.abbyy.com/eula/tpt/. ABBYY makes no warranties for any Third Party Software or Open Source Software.
3.4 Code Samples. Licensee may use source code of sample applications that use ABBYY Software, as may be made available by ABBYY (“Code Samples”), in Licensee’s software solution, but all Code Samples are the sole and exclusive property of ABBYY. Ownership of modifications to Code Samples shall remain with the party making such modifications; however, if Licensee discloses to ABBYY modifications made to Code Samples by sending them to ABBYY support and maintenance service or by any other means, Licensee hereby grants an irrevocable, non-exclusive, perpetual, transferable, royalty-free license to make, use, sell, offer to sell, import, export, license, sub-license Licensee’s modifications to Code Samples, without any remuneration due to Licensee. Licensee represents and warrants that the aforementioned rights granted to ABBYY shall be free of any third-party rights or encumbrances and that Licensee have obtained all necessary rights to grant such rights to ABBYY and that Licensee had, if applicable, paid all necessary remuneration to authors of such modifications. If Licensee does not wish to grant to ABBYY such license to the modifications to Code Samples, Licensee shall not disclose to ABBYY the source code of such modifications.
3.5 Ownership. Licensee acknowledges and agrees that ABBYY Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in ABBYY Software, ABBYY Content or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. ABBYY and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to ABBYY Software and all Intellectual Property Rights arising out of or relating to ABBYY Software, except as expressly granted to Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard all ABBYY Software (including all copies thereof and Protection Keys) from infringement, misappropriation, theft, misuse, or unauthorized access.
Licensee’s Usage Rights to ABBYY Software licensed under this Agreement are contingent upon payment of the fees set forth in the applicable Quote(s) or purchase terms agreed with the relevant Approved Source. ABBYY payment and billing terms are set in the Subscription Terms. To the extent permitted by law, Quotes for ABBYY Software once effective are non-cancellable and non-refundable. If Licensee uses ABBYY Software beyond applicable limitations, the Approved Source may invoice Licensee, and Licensee shall pay, for such overage.
5.1 Confidentiality. Receiving Party will hold in confidence and use no less than reasonable degree of care to avoid disclosure of any Confidential Information of disclosing Party to any third party, except for its employees, Affiliates, and contractors who have a need to know (“Permitted Recipients”) for 5 years from Receiving Party obtaining the respective Confidential Information, except with respect to any ABBYY Software (including any code or technical documentation related to such ABBYY Software), for which the obligations of confidentiality shall survive in perpetuity or the longest period of time allowable by applicable law, whichever is shorter. Receiving Party: (a) must ensure that its Permitted Recipients are subject to written confidentiality obligations no less restrictive than the Receiving Party’s obligations under this Agreement, and (b) is liable for any breach of obligations set herein by its Permitted Recipients. Receiving Party may disclose Disclosing Party’s Confidential Information if required under a mandatory regulation, law or court order provided that Receiving Party provides prior notice to Disclosing Party (to the extent legally permissible) and reasonably cooperates, at Disclosing Party’s expense, regarding protective actions pursued by Disclosing Party. Upon the reasonable request of Disclosing Party, Receiving Party will either return, delete or destroy all Confidential Information of Disclosing Party and certify the same.
5.2 Residual Information. It is important for ABBYY to be able to use its skills, experience, expertise, concepts, ideas, and knowhow learned or acquired while providing ABBYY Software to Licensee. Therefore, Licensee hereby agrees that ABBYY is entitled to retain and use without restriction any generalized knowledge, techniques, methodologies, practices, processes, skills, experience, expertise, concepts, ideas, and knowhow learned or acquired by ABBYY’s personnel in the course of providing ABBYY Software to Licensee solely to the extent that such information is retained in intangible form in the unaided memory of the personnel of ABBYY without intentionally memorizing such information or using any Licensee’s Confidential Information to refresh its recollection. Nothing in this Agreement shall be construed as to prevent ABBYY from such retention and use, and further, such retention and use of any such information shall not be construed as a breach of this Agreement.
5.3 Data Processing.
5.3.1. ABBYY will not process, and will not have an access to, Licensee’s or its representatives’ Personal Data except that, in the course of activation, installation, operation, registration and/or support and maintenance of the ABBYY Software, Licensee may be asked to provide certain Personal Data (such as but not limited to name, email address of a contact person) and technical information (such as but not limited to characteristics of Licensee’s hardware, third party software, serial number of ABBYY Software). Licensee may choose not to provide ABBYY with such Personal Data and/or technical information, in which case Licensee may not be able to obtain support and maintenance services for ABBYY Software available to ABBYY customers who provide their Personal Data and/or technical information, if such Personal Data and/or technical information is essential to provide Licensee with support or maintenance for ABBYY Software or is a requirement of such support and maintenance for ABBYY Software and it does not contradict the applicable law. Licensee agrees not to provide more Personal Data and/or technical information than ABBYY or an Approved Source requires, and Licensee agrees that Personal Data and/or technical information provided may be processed (including but not limited to collected and/or otherwise used) by ABBYY and/or its Affiliates or partners in compliance with applicable law provided that confidentiality of such data and data security is maintained if it is required by applicable law. For more details on how ABBYY processes Personal Data described in this Section, please refer to ABBYY Privacy Policy available at https://www.abbyy.com/privacy/ (“Privacy Policy”). If Licensee uses ABBYY Software in a location with local laws requiring a designated entity to be responsible for collection of Personal Data of individual end users and transfer of data outside of that jurisdiction , Licensee acknowledges that Licensee is the entity responsible for complying with such laws.
5.3.2. ABBYY does not have access to any Personal Data in the documents that Licensee processes using ABBYY Software. Licensee acknowledges that ABBYY Software may have periodic Internet connection with an ABBYY server to check the license status or download additional content, information or components. ABBYY will take reasonable steps with the objective that no Personal Data of Licensee will be transferred during such connections. Licensee acknowledges that when Licensee uses ABBYY Software, data about Licensee’s use of ABBYY Software and/or resources may be automatically logged on ABBYY’s servers, including information about Licensee’s system (operating system, access dates and times), a model of computer/device and, if applicable, a locale of computer/device and the history data of use of ABBYY Software. Such data does not include Personal Data in the documents that Licensee processes using ABBYY Software. Some types of Protection Keys could require uninterruptable access to the Internet to manage the applicable restrictions on Usage Rights. The aforementioned information about the use of ABBYY Software be used for security (e.g., fraud prevention) and statistical (e.g., billing, and analytical) purposes.
5.3.3. ABBYY may send Licensee e-mails with product and company news, information about special offers, advice on product usage and other product and company-related information provided ABBYY has a legitimate ground for this (e.g., Licensee’s consent to receive such information). Licensee may remove its e-mail address from ABBYY’s mailing list at any time by clicking on the unsubscribe link located at the bottom of each such email. Licensee may also receive from ABBYY e-mail messages with critical information related to ABBYY Software operation (password related e-mails, service notifications, etc.) that are needed to provide you with ABBYY Software.
5.4 Feedback. Licensee may provide feedback to ABBYY regarding testing and use of ABBYY Software (including Evaluation Versions), including error reporting, ideas or suggestions or bug reports (“Feedback”), in which case Licensee grants to ABBYY a worldwide, perpetual, transferrable, royalty free license to use all such Feedback, including without limitation, the rights to use, publish and disseminate Feedback at ABBYY’s discretion. ABBYY may use any Feedback Licensee provides in connection with its use of ABBYY Software as part of ABBYY’s business operations and its marketing materials.
6.1 Claims. Subject to exceptions of Section 6.2, ABBYY will indemnify Licensee against the final court’s judgment or any settlements out of any third-party claim against Licensee alleging that Licensee’s use of ABBYY Software pursuant to Usage Rights infringes a third-party intellectual property right (the “IP Claim”), provided that Licensee shall: (a) promptly (whenever practicable but no later than 7 days from its receipt) notify ABBYY in writing of the IP Claim, and promptly (whenever practicable but no later than 7 days from the receipt of ABBYY’s request) provide ABBYY with information and documents reasonably required for the defense of the IP Claim; (b) fully cooperate with ABBYY in the defense of the IP Claim; and (c) grant ABBYY the full control of the defense, appeal and settlement. ABBYY will have no obligation to reimburse Licensee for any costs incurred prior to ABBYY's receipt of notification of the IP Claim. This Section 6.1 provides for Licensee’s sole and exclusive remedy and ABBYY’s sole liability for any IP Claims against Licensee.
6.2 Exclusions. ABBYY has no indemnity obligation with respect to any IP Claim based on or in connection with: (a) modification of ABBYY Software by Licensee or by a third party; (b) compliance with any specifications or requirements by Licensee or by a third party; (c) duration of potential use of the ABBYY Software, Licensee’s potential revenues or services; (d) Licensee’s combination, operation, or use of ABBYY Software with non-ABBYY products, or business processes; (e) Licensee’s failure to modify or replace ABBYY Software as required from time to time by ABBYY; or (f) any ABBYY Software provided as an Evaluation Version or otherwise for free.
7.1 Performance. For a period of ninety (90) days from the first delivery of ABBYY Software to Licensee, ABBYY warrants that the core functions of ABBYY Software work in all material respects as stated in the accompanying Documentation and Product Specific Terms.
7.2 Malicious Code. ABBYY will use commercially reasonable efforts to deliver ABBYY Software free of any code that is designed or intended to disable or impede the normal operation of, or provide unauthorized access to, networks, systems, or ABBYY Software other than to enforce applicable licensing limitations.
7.3 Qualifications. Sections 7.1 and 7.2 do not apply if ABBYY Software: (a) has been altered, except by ABBYY; (b) has been subjected to accident or negligence, or installation or use inconsistent with this Agreement or Documentation; (c) is an Evaluation Version or otherwise is provided for free; (d) is not an ABBYY-branded product; or (e) has not been provided by an Approved Source. THE FOREGOING WARRANTIES DO NOT APPLY, AND ABBYY STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS.
7.4 Exclusive Remedy. Upon Licensee’s prompt written notification to the Approved Source during the warranty period of ABBYY’s breach of warranty set in Section 7.1 or 7.2, Licensee’s sole and exclusive remedy (unless otherwise required by applicable law) is, at ABBYY’s option to either (i) repair or replace ABBYY Software or (ii) refund the Subscription fee paid for the non-conforming ABBYY Software in the past 12 months. Where ABBYY provides a refund of Subscription fees paid to ABBYY, Licensee must return or destroy all copies of the respective ABBYY Software.
7.5 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7, TO THE EXTENT ALLOWED BY APPLICABLE LAW, SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ABBYY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ABBYY SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ABBYY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT ABBYY SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
8.1 Limitation on Damages. IN NO EVENT SHALL ABBYY, OR ABBYY'S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES, BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, COSTS OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, LOST SAVINGS AND/OR WASTED EXPENDITURE), WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING FROM A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR THE USE OF ANY ABBYY SOFTWARE.
8.2 Liability Cap. IN NO EVENT SHALL ABBYY’S TOTAL LIABILITY, FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED THIS AGREEMENT, EXCEED THE LESSER OF (A) TOTAL SUBSCRIPTION FEES PAID BY LICENSEE FOR ABBYY SOFTWARE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE CLAIM FIRST AROSE OR (B) TEN THOUSAND UNITED STATES DOLLARS ($10,000.00), IN EITHER CASE EVEN IF ABBYY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 Applicability. THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
9.1 This Agreement and the license granted hereunder shall remain in effect for Subscription Term or until earlier terminated as set forth herein (the “Term”).
9.2 Suspension. ABBYY may immediately suspend Licensee’s Usage Rights if Licensee breaches Sections 2.1, 2.2, 3.1, or 11.7 of this Agreement.
9.3 Termination. Licensee may terminate this Agreement by ceasing to use and destroying all copies of ABBYY Software and Documentation. If a party materially breaches this Agreement and does not cure that breach within 30 days after receipt of written notice of the breach, the non-breaching party may terminate this Agreement for cause. ABBYY may immediately terminate this Agreement if Licensee breaches Sections 2.1, 2.2, 3.1, or 11.7. ABBYY may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property. Upon termination of this Agreement, Licensee must stop using ABBYY Software and destroy any copies of ABBYY Software and Confidential Information within Licensee’s control. Upon Licensee’s termination for convenience or upon ABBYY’s termination of this Agreement due to Licensee’s material breach, Licensee shall pay ABBYY or the Approved Source any unpaid fees through to the end of the then-current Subscription Term. If Licensee continues to use or access any ABBYY Software after termination of this Agreement, ABBYY or the Approved Source may invoice Licensee, and Licensee agrees to pay, for such continued use.
9.4 Survival. Sections 3, 5 - 11 survive the termination of this Agreement.
During the Subscription Term and for a period of 3 years after its expiration, Licensee shall make reasonable efforts to maintain complete and accurate records of Licensee’s use of the ABBYY Software and, where applicable, the actual records of Volume Units processed with ABBYY Software sufficient to verify compliance with this Agreement (“Records”). Not more frequently than once per 12-month period, Licensee will, within 30 days from ABBYY’s advance notice, allow ABBYY and/or its auditors at ABBYY’s cost access to the Records and any applicable books, systems (including ABBYY Software), and accounts during Licensee’s normal business hours. If the audit process reveals underpayment of fees: (a) Licensee shall pay such underpaid fees within 15 days from the ABBYY’s shortfall invoice date; and (b) Licensee shall also pay the reasonable cost of the audit if the fees owed to ABBYY as a result of such audit exceed the amounts paid for Licensee’s Usage Rights by more than 5%.
11.1 Third-Party Beneficiaries. This Agreement does not grant any right or cause of action to any third party.
11.2 Assignment and Subcontracting. Except as set out below, neither party may assign or novate this Agreement in whole or in part without the other party’s express written consent. ABBYY may (a) by providing a notice to Licensee pursuant to Section 11.6, assign or novate this Agreement in whole or in part to an ABBYY Affiliate, or otherwise as part of a sale or transfer of any part of its business; or (b) subcontract any performance associated with ABBYY Software to third parties, provided that such subcontract does not relieve ABBYY of any of its obligations under this Agreement. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 11.2 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
11.3 Indirect Transactions. Notwithstanding other provisions here and unless otherwise agreed by ABBYY in writing, if Licensee purchases ABBYY Software from a Partner then the terms of this Agreement apply to Licensee’s use of such ABBYY Software and prevail over any inconsistent provisions in Licensee’s agreement with the Partner. All disputes between Licensee and such Partner, whether or not relating to ABBYY Software, any information, data or availability of support and maintenance services shall be settled by and between Licensee 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.
11.4 Modifications to the Agreement. ABBYY may change this Agreement or any of its components by updating this Agreement. Changes to the Agreement apply to ABBYY Software Subscriptions with Start Date or renewal after the date of modification.
11.5 Compliance with Laws. Each party will comply with all laws and regulations applicable to their respective obligations under this Agreement. ABBYY may restrict the availability of ABBYY Software in any particular location or modify or discontinue features to comply with applicable laws and regulations.
11.6 Notice. Any notice by ABBYY to Licensee under this Agreement will be delivered via email, regular mail or postings on https://www.abbyy.com/eula/notices/ (if the latter is allowed in Licensee’s jurisdiction). Notices to ABBYY shall be sent to ABBYY to the address indicated at https://www.abbyy.com/eula/notices/ for notices unless this Agreement, or the applicable Quote specifically allows other means of notice.
11.7 Trade Restrictions. Licensee acknowledges and agrees that ABBYY Software, Documentation, related technologies, and any derivatives thereof are subject to U.S. and other countries’ export control and sanctions laws and regulations (“Trade Restrictions”). Licensee agrees to comply with all applicable Trade Restrictions in performance of this Agreement and not to re-export ABBYY Software, Documentation, related technologies, and any derivatives thereof in violation of Trade Restrictions. Licensee further represents that Licensee is not a Restricted Party.
“Restricted Party” means any person or entity that is: (i) located, organized or a resident of a comprehensively sanctioned country or territory (including Syria, Sudan and Darfur, Iran, North Korea, Somalia, Yemen, Cuba, Venezuela, Russia, or Belarus) ("Sanctioned Territory"); (ii) is owned or controlled by or acting on behalf of a Sanctioned Territory’s government; (iii) is identified on any U.S., E.U., or multilateral restricted party lists; or (iv) is owned or controlled by, or acting on behalf of, any of the foregoing.
Licensee shall not and shall not permit any Authorized User to access, use, or make ABBYY Software, Documentation, related technologies, and any derivatives thereof available to or by any Restricted Party or to, from, or in connection with any Sanctioned Territory. Licensee shall indemnify and hold ABBYY harmless from and against any claims, liabilities, or costs that arise from Licensee’s violation of Trade Restrictions. Licensee shall not host technical data or software controlled for export, reexport, or in-country transfer under Trade Restrictions on any ABBYY service without first receiving express consent from ABBYY. Any refusal or suspension of ABBYY’s performance of this Agreement that arises from its obligations to comply with Trade Restrictions will not constitute a breach this Agreement and Licensee waives any and all claims against ABBYY for any legal recourse, including, but not limited to, injunctive or declarative relief, loss, cost or expense, including consequential damages, that Licensee may incur or be subject to as a result of such refusal or suspension.
11.8 Governing Law and Venue. This Agreement, and any disputes arising from it, shall be governed exclusively by the applicable governing law referred to at https://www.abbyy.com/eula/table/, based on ABBYY legal entity Licensee is entering into this Agreement with and without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods, the application of which is expressly excluded. The courts located in the applicable venue set forth at https://www.abbyy.com/eula/table/ will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Notwithstanding the choice of governing law and venue above, ABBYY may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of ABBYY’s intellectual property rights.
11.9 Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, except for any obligations to make payments, if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; and [(vii) strikes, labor stoppages or slowdowns, or other industrial disturbances.
11.10 Miscellaneous. Failure by either party to enforce any right under this Agreement will not waive that right. If any portion of this Agreement is not enforceable, it will not affect any other terms. This Agreement, together with appendixes and Product Specific Terms, SM Terms and Subscription Terms that form an integral part of this Agreement, is the complete agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral). ABBYY may provide local language translations of this Agreement in some locations. Licensee agrees that those translations are provided for informational purposes only and if there is any inconsistency, the English version of this Agreement will prevail.
11.11 Order of precedence. In case of a conflict between Quote, Agreement, Product Specific Terms, Subscription Terms, and the SM Terms, the documents shall prevail in the following order: (1) the Quote, (2) the Product Specific Terms, (3) the Subscription Terms, (4) the SM Terms and (5) the Agreement.
11.12 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Quote, the Subscription Terms, the SM Terms and all Annexes, Schedules, and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
1. Additional Definitions
“ABBYY Software” means ABBYY Vantage® on-premise version, ABBYY Vantage Platform, built-in Skills developed by ABBYY and all of ABBYY’s proprietary technology (including software, hardware, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information), as well as Documentation and other software components, and excluding any software distributed under the terms of a separate license agreement (including, but not limited to, ABBYY Vantage mobile applications, Skills distributed via Marketplace, Connectors, etc.).
“ABBYY Vantage Platform” means the ABBYY Software platform which enables Licensee to configure (design), train, use and publish Skills, as well as import Assets made available on ABBYY Marketplace by ABBYY or third parties.
“ABBYY Capture” means a mobile micro-application which provides the following features: scanning documents, uploading images of scanned documents to ABBYY Software account.
“Asset” means add-ons, plugins, connectors, skills, and other software developed by either ABBYY or a third party that are designed to enhance or interact with ABBYY Software.
“Connector” means a software tool that allows interaction between a third-party system and ABBYY Software.
“Marketplace” means the ABBYY website located at https://marketplace.abbyy.com facilitating the exchange, downloading and/or activation of Assets.
“Skill” means an ancillary software tool consisting of configuration files, trained models and other components, executed by ABBYY Software or invoked by third-party applications and executed on ABBYY Vantage Platform, which address various documents processing scenarios, including but not limited to classification of documents, extraction of data from documents, running documents by predefined workflow.
2. Skills
2.1 ABBYY Skills. ABBYY Skills distributed via Marketplace have their own licensing terms and are governed by the supplemental end-user license agreement for Skills, which is an integral part of this EULA, available at the Marketplace.
2.2 Paid-for Skills. Some Skills must be paid-for. If Licensee wishes to use such paid-for Skills, Licensee shall purchase individual subscriptions for them.
2.3 Ownership of Skills. If not otherwise specified in the relevant ABBYY Skill terms posted on Marketplace, ABBYY Skills are owned, controlled or licensed by or to ABBYY, are and remain the proprietary information of ABBYY and its Affiliates, suppliers and licensors. Licensee acknowledges that, as between Licensee and ABBYY, all intellectual property rights to ABBYY Skills are solely and exclusively owned by ABBYY. All modifications, enhancements or changes to ABBYY Skills are and shall remain the property of ABBYY and its licensors and suppliers, without regard to the origin of such modifications, enhancements or changes. Licensee shall not challenge the ownership or rights in and ABBYY Skills, including without limitation all copyrights and other proprietary rights. Nothing in the Agreement and these Product Specific Terms limits ABBYY’s ability to enforce its intellectual property rights.
3. ABBYY Connectors
Usage rights and license terms for ABBYY Connectors are stipulated in the supplemental end-user license agreement for ABBYY Connectors, which constitutes an integral part of this EULA. The supplemental end-user license agreement is available on the corresponding ABBYY Connector page on Marketplace.
4. ABBYY Capture.
4.1 Licensee may use ABBYY Capture to interact with ABBYY Software as provided in Documentation.
4.2 Licensee may obtain ABBYY Capture for devices running the Android operating system at [https://play.google.com/store/apps/details?id=com.abbyy.vantage.mobile.input] and the iOS operating system at [https://apps.apple.com/us/app/capture-documents/id1558814222].
5. Miscellaneous
5.1 Restrictions. Restrictions on Your Usage Rights may include, but are not limited to, the following: processing Volume Units, Subscription Term, territory. Information about such restrictions will be included in the applicable Quote.
5.2 Survival . The termination of Agreement or these Product Specific Terms 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 Licensee. Without limiting the generality of the preceding sentence, the following provisions will survive any such expiration or termination: sections 1, 2.3 and 5.2.
1. Additional Definitions
"ABBYY Software" means ABBYY FlexiCapture on-premise version including any and all of the software components embedded in it or made available online or in other ways, including, but not limited to, executable, help, demo, sample, and other files; libraries, databases, samples, associated media (images, photos, animations, audio components, video components, music, etc.), Documentation, and other software components.
“Station” means a part of ABBYY Software that can be installed as a separate software application, or as a thin browser-based client, or as a mobile app, and solves one or more tasks constituting the functionality of ABBYY Software.
2. Usage Restrictions
2.1 Restrictions on Licensee’s use of ABBYY Software and the scope of Usage Rights may include, but are not limited to, the following:
2.1.1. Number of Stations. The types of Stations and permitted number of their installations may be limited.
2.1.2. Processing volume. The number of Volume Units that may be processed with ABBYY Software may be limited in one or more ways, such as limitations on the number of Volume Units that may be processed within particular time periods or on the overall number of Volume Units that may be processed. The size of a page or other Volume Unit may also be limited.
2.1.3 Processing Power. The number of CPU (central processing unit) cores of the computers which can be utilized by ABBYY Software may be limited by Protection Key and/or written agreement between Licensee and Approved Source, and/or the applicable Quote.
2.2 If Licensee uses ABBYY Software by means of a web browser, Licensee may simultaneously access ABBYY Software by as many Stations as permitted by the scope of Usage Rights and specified in the Protection Key.
2.3 Licensee may not bypass ABBYY Software user interface that is provided with ABBYY Software unless otherwise agreed by ABBYY in writing.
2.4 Licensee may not use ABBYY Software to provide any service, paid or free, to a third party that is based on the ABBYY Software’s functionality (including recognition and/or conversion) and/or to provide the results or access to the results acquired through the use of ABBYY Software as a part of another service that has the ABBYY Software’s functionality (including recognition and/or conversion) as its component unless Licensee have entered into a separate written agreement with ABBYY. Further, Licensee may not use ABBYY Software to provide commercial software hosting services.
1. Additional Definitions
“ABBYY Software” means ABBYY® FlexiCapture® SDK including any and all software components (add-ons, custom components, and modules, etc.) embedded in the software or made available online or other ways such as: executable, help, demo, sample and other files; libraries, databases, samples, associated media (images, photos, animation, audio-video components, music etc.), Documentation, and other software components.
“Activation” means the procedure whereby Protection Key is checked for validity and the installed ABBYY Software is made fully operational in accordance with Documentation and the scope of Usage Rights. Activation may be performed either: (i) by means of a USB dongle as hardware Protection Key plugged into computer where ABBYY Software is used; (ii) by means of a software Protection Key, including but not limited to Online License, on a Physical Workplace or a Virtual Workplace where ABBYY Software is used.
“Activated Protection Key” means the Protection Key for which Activation was successfully performed.
“Application” means the computer program, or set of computer programs, developed by Licensee, or on Licensee’s behalf, which includes parts of ABBYY Software or otherwise interacts with ABBYY Software.
“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 Computer may result in such Computer being considered a different Computer for ABBYY Software licensing purposes.
“Internal Use” means use of Application for Licensee’s internal business operations and/or automation of Licensee’s internal processes. Internal Use excludes ISV Distribution, distribution, transfer, or licensing of ABBYY Software to any third parties or use of ABBYY Software to provide Business Process Outsourcing (BPO) services (or any other services where customers are provided with the recognition results of ABBYY Software) to any third parties.
"Online License" means SDK activation over the internet, without Your involvement or support. It is a license key on ABBYY’s side for which a renewable permission(s) is provided to You to use SDK over the internet.
“Physical Workplace” means one copy of computer programs and operating system run on a Computer without the use of a Virtual Machine.
“Virtual Workplace” means one copy of the computer programs and operating system run on a Computer by means of a Virtual Machine.
“Workplace” means one (1) Physical Workplace or one (1) Virtual Workplace.
“Virtual Machine” means any computer program that isolates applications executed within an operating system from a Computer, enabling the user to save and restore the original state of the computer programs and the operating system, create their copies, and run them.
2. License Grant and Usage Restrictions
2.1 Types of Licenses. The following two types of licenses to ABBYY Software may be granted for Licensee’s Internal Use only: (i) Developer License providing for the right to integrate parts of ABBYY Software into the Application; and (ii) Runtime License providing for the right to reproduce parts of ABBYY Software integrated into Application.
2.2 Activation. In order to use ABBYY Software Licensee shall perform Activation of ABBYY Software.
2.3 Usage Restrictions. Restrictions on Licensee’s use of ABBYY Software and the scope of Usage Rights may include, but are not limited to, the following:
2.3.1. Number of Activations. ABBYY Software requires an Activated Protection Key to be used. Licensee’s ability to perform Activation on a Virtual Workplace may be limited and depends on Protection Key type.
2.3.2. Processing volume. The number of Volume Units (e.g. pages, words, symbols) that may be processed by ABBYY Software may be limited in one or more ways, such as limitations on the number of Volume Units that may be processed within particular time periods, such as monthly, quarterly or annually, or on the overall number of Volume Units that may be processed. The size of a page or other Volume Unit may also be limited.
2.3.3. Processing Power. The number of CPU (central processing unit) cores of the Computers which can be utilized by ABBYY Software may be limited by Protection Key and/or written agreement between Licensee and Approved Source, and/or the applicable Quote.
2.3.4. Installation Method. Licensee’s ability to install and use ABBYY Software on multiple Workplaces may be limited. For instance, limitations may provide for ABBYY Software to be used: (i) on any Workplace with a network connection to the Workplace where Protection Key is Activated (“concurrent licensing”); or (ii) on the same Workplace where Protection Key is Activated (“standalone licensing”). In case of standalone licensing various terminal server users running ABBYY Software may be either allowed or not to jointly utilize one set of CPU cores.
2.4 If You deploy ABBYY Software by using terminal services which allow accessing ABBYY Software on a remote Computer over a network, the amount of simultaneously running instances of ABBYY Software may not exceed the number of Computers for which a Usage Rights have been obtained.
2.5 If Licensee uses ABBYY Software by means of a web browser, Licensee may simultaneously access ABBYY Software by as many Computers as permitted by the scope of Usage Rights and specified in Protection Key and/or written agreement between Licensee and Approved Source.
2.6 Licensee shall display the following copyright and trademark notices in Application documentation: This software includes ABBYY® FlexiCapture® SDK technologies © 2023 ABBYY Development Inc. ABBYY and FLEXICAPTURE are either registered trademarks or trademarks of ABBYY Development Inc. and/or its affiliates. These designations can also be logos, product or company names (or part of any of the above) of ABBYY Development Inc. and/or its affiliates and may not be used without consent of their respective owners.
2.7 Subcontractors. Licensee may hire or engage one or more subcontractors to develop an Application provided that (i) ABBYY will not grant any license to Licensee subcontractors; (ii) each such Licensee’s subcontractor is bound by all limitations on the Usage Rights scope; and (iii) Licensee shall in all cases remain responsible for its subcontractors compliance with the terms of this Agreement.
1. Additional definitions:
"ABBYY Software" means ABBYY® FineReader® Server including any and all of the software components embedded in it or made available online or in other ways, including, but not limited to, executable, help, demo, sample, and other files; libraries, databases, samples, associated media (images, photos, animations, audio components, video components, music, etc.), Documentation, and other software components.
"Google Search Appliance" means a network device manufactured by Google, Inc. and intended for searching information in a local area network.
"Google Search Appliance Connector" means Software Component which passes the content of recognized documents to the Google Search Appliance.
"IFilter" means Software Component which passes the content of recognized documents to Microsoft® Office SharePoint® Server, Microsoft Search Server, Windows Search, or Desktop Search.
"Indexing Station" means Software Component for specifying document types and assigning document attributes.
"Open API" means Software Component which provides an Application Programming Interface to ABBYY Software that allows Licensee to call its functions from and exchange data with other Windows® applications.
"Processing Station" means the computer running the optical character recognition process with ABBYY Software.
"Remote Administration Console" means Software Component which provides a common administration interface for configuring and monitoring ABBYY Software. Remote Administration Console can be located on any computer in a local area network.
"Scanning Station" means Software Component for managing batch scanning, viewing documents and controlling their visual quality, and managing separation and export of documents in selected file formats to selected destinations.
"Server Computer" means a computer running Server Manager.
"Server Manager" means Software Component which manages processing options, licenses, distributes tasks among Processing Stations, Verification Stations, and Indexing Stations, and delivers output documents after the processing.
"Software Activation" means a procedure whereby the installed ABBYY Software is made fully operational in accordance with Documentation and the scope of Usage Rights.
"Software Component" means any constituent part of ABBYY Software, including, but not limited to, any computer programs contained in ABBYY Software.
"Verification Station" means Software Component for viewing and correcting the results of optical character recognition.
2. Usage Restrictions
2.1. Restrictions on Licensee’s use of ABBYY Software and the scope of Usage Rights may include, but are not limited to, the following:
2.1.1 Number of Software Components, seats and network access. The number of Software Components and computers on a network allowed to simultaneous use ABBYY Software may be limited; such limits include but are not limited to the following:
2.1.1.1 Licensee may only install, run, and use one (1) Server Manager on one (1) Server Computer.
2.1.1.2 Licensee may install Scanning Station on an unlimited number of computers. The number of Scanning Stations used simultaneously may not exceed the number specified in the respective Protection Key.
2.1.1.3 Licensee may install Verification Station on an unlimited number of computers. The number of Verification Stations used simultaneously may not exceed the number specified in the respective Protection Key.
2.1.1.4 Licensee may install Indexing Station on an unlimited number of computers. The number of Indexing Stations used simultaneously may not exceed the number specified in the respective Protection Key.
2.1.1.5 Licensee may install and run one (1) Google Search Appliance Connector on one (1) Server Computer in order to use ABBYY Software in conjunction with Google Search Appliance if such use is allowed by the respective Protection Key.
2.1.1.6 Licensee may install and run IFilter on an unlimited number of computers in order to use ABBYY Software in conjunction with Windows Search or Desktop Search, Microsoft Office SharePoint Server or Microsoft Search Server if this is allowed by the respective Protection Key.
2.1.1.7 Licensee may install, run, and use the Open API and the Remote Administration Console on an unlimited number of computers.
2.1.2 Processing volume. The number of Volume Units (e.g. pages) that may be processed with ABBYY Software may be limited in one or more ways, such as limitations on the number of Volume Units that may be processed within particular time periods, such as monthly or annually, or on the overall number of Volume Units that may be processed. The size of a page, the number of data fields per document or other Volume Units may also be limited.
2.1.3 Processing power. The total number of CPU cores used by ABBYY Software on Processing Stations may not exceed the number specified in Protection Key, Quote and/or a written agreement between Licensee and Approved Source.
2.2 If Licensee accesses ABBYY Software by using terminal services that allow accessing ABBYY Software on a remote computer over a network, the amount of simultaneously running instances of ABBYY Software may not exceed the number of computers for which the Usage Rights have been granted.
2.3 Licensee will not be able to use ABBYY Software under this Agreement unless Licensee performs Software Activation.
2.4 Licensee may not use ABBYY Software to provide any service, paid or free, to a third party that is based on the ABBYY Software’s functionality (including recognition and/or conversion) and/or to provide the results or access to the results acquired through the use of ABBYY Software as a part of another service that has the ABBYY Software’s functionality (including recognition and/or conversion) as its component unless otherwise agreed by ABBYY in writing. Further, Licensee may not use ABBYY Software to provide commercial software hosting services.
1. Additional Definitions
“ABBYY Software” means ABBYY OCR Container, which is a containerized OCR service software, and consists of all of ABBYY’s proprietary technology (including software, hardware, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information), as well as Documentation and other ABBYY Software components.
“Reporting Period” means the time period starting on Start Date and ending on the last day of the calendar quarter (if not otherwise specified in the applicable Quote) following the Start Date (“Initial Reporting Period”), and each calendar quarter after the Initial Reporting Period for the duration of Subscription Term. In the event of early termination of Subscription, the last Reporting Period shall be the period beginning the next day after the end of the previous Reporting Period and ending on the date of early termination.
2. Usage Restrictions
2.1 Restrictions of Usage Rights may include, but are not limited to, the following: number of Volume Units processed, Subscription Term, and territory. Protection Key may require activation and the number of activations available to Licensee may be limited.
2.2 Licensee may not use ABBYY Software to provide paid or free recognition, conversion, scanning or document comparison services and/or to provide the results or access to the results acquired through the use of ABBYY Software as a part of another service that has recognition, conversion, scanning or document comparison as its component to any third party unless otherwise agreed by ABBYY in writing.
3. Reporting
No later than by the 7th day of each Reporting Period, Licensee shall prepare and send to ABBYY a consumption report for the preceding Reporting Period. Such report shall contain at a minimum the following information: (i) Licensee’s name; (ii) Reporting Period covered by the report; (iii) name of ABBYY Software; (iv) the total amount of pages consumed during Reporting Period; and (v) calculation of fees due and payable by Licensee for the covered Reporting Period. If Licensee owes more than the Subscription fee amount paid for ABBYY Software due to over-consumption (“Overages”), Approved Source shall invoice Licensee stating in the invoice the amount of payable fees, including any Overages, and payment due date.
1. Additional Definitions
“ABBYY Software” means ABBYY FineReader PDF for Mac including any and all of the software components embedded in it or made available online or in other ways, including, but not limited to, executable, help, demo, sample, and other files; libraries, databases, samples, associated media (images, photos, animations, audio components, video components etc.), Documentation and other software components.
“Activation” means the process to verify that Protection Key is valid and has not been activated on more computers than allowed by the scope of Usage Rights. ABBYY Software may require Activation after installation; if Activation is required, ABBYY Software will not operate or will operate for a limited period of time and with limited functionality and will cease to function without further notice when the said limited time period elapses.
“License” means any natural person or legal entity purchasing or otherwise acquiring the ABBYY Software.
2. Usage Restrictions
2.1 Restrictions on Licensee’s use of ABBYY Software and the scope of Usage Rights may include, but are not limited to, the following:
2.1.1. Number of computers, individual users and network access. The scope of Usage Rights acquired by Licensee may restrict the number of computers on which Licensee may install and use ABBYY Software, the number of individual users of ABBYY Software, and network access and depends on the type of license acquired by Licensee. The type of the license acquired by Licensee is specified in purchase documentation between Licensee and an Approved Source and/or in Quote.
2.1.1.1. If the type of Licensee’s license is “Single user license” / “Standalone” and Licensee is a legal entity, Licensee may install and use ABBYY Software on one computer unless otherwise stipulated in this Agreement, in a separate agreement with Approved Source or in Quote. If the type of Licensee’s license is “Single user license” / “Standalone” and Licensee is a natural person, Licensee may install and use ABBYY Software on one desktop computer and on one portable computer (laptop or other portable device on which ABBYY Software can be installed and used according to its system requirements) owned by Licensee. Licensee may not use ABBYY Software on both computers simultaneously. At any given time, Licensee may either use ABBYY Software directly on a computer on which it is installed or access ABBYY Software remotely via remote access from only one computer.
2.1.1.2. If the type of Licensee’s license is “Per Seat”, Licensee may install and use ABBYY Software on as many computers owned by Licensee as the number of licenses Licensee acquired. At any given time, Licensee may access one installed copy of ABBYY Software from only one computer unless otherwise specified in Agreement, in a separate agreement with Approved Source or in Quote.
2.1.1.3. If the type of Licensee’s license is “Site license”, the following additional terms apply: (i) ABBYY Software will be accompanied by a certificate issued by ABBYY and specifying applicable license details; (ii) Licensee shall keep ABBYY Software in confidence and any transfer of ABBYY Software by Licensee is strictly prohibited (for the purpose of this Section 2.1.1.3 only “transfer” shall include, but is not restricted to, granting access to third parties, granting access for private use by employees and any sale, hire, lease or loan of ABBYY Software); (iii) Licensee shall maintain accurate records of the number of Licensee’s user computers where ABBYY Software is used, shall report the number of Licensee’s user computers to Approved Source on a yearly basis and shall, along with such yearly report, pay the applicable license fee (as may be stipulated in the applicable Quote) for each user computer, including those over the number pre-purchased with Licensee’s license.
2.1.2. Processing volume. The number of Volume Units that may be processed with ABBYY Software may be limited in one or more ways, such as limitations on the number of Volume Units that may be processed within particular time periods, such as monthly or annually, or on the overall number of Volume Units that may be processed. The size of a page or other Volume Unit and the number of CPU cores used for processing may also be limited.
2.2. Licensee acknowledges that ABBYY Software is protected from unauthorized copying and unlimited use and may include Protection Key providing for such protection and Licensee accepts ABBYY Software subject to all such protections. Protection Key may require Activation and the number of Activations available to Licensee may be limited. Licensee may request additional Activations during the entire period of support and maintenance services duration for the version of the Software that you acquired (purchased). Upon expiration of the duration of the support and maintenance services for the acquired (purchased) Software version, additional activations may not be available.
2.3. Licensee may not use ABBYY Software to provide paid or free recognition, conversion, scanning or document comparison services and/or to provide the results or access to the results acquired through the use of ABBYY Software as a part of another service that has recognition, conversion, scanning or document comparison as its component to any third party unless Licensee have entered into a separate written agreement with ABBYY.
2.4. Licensee may not bypass ABBYY Software user interface or interact with ABBYY Software by means of automation software including, but not limited to, scripts, bots, Robotic Process Automation software unless Licensee has entered into a separate written agreement with ABBYY.
2.5. Upgrades If ABBYY Software is labeled as an “Upgrade”, restrictions on Licensee’s use of ABBYY Software and the scope of Usage Rights may include, but are not limited to, the following:
2.5.1. The software that formed the basis for Licensee’s eligibility for the Upgrade (“Upgrade Basis Software”) can be used after upgrade only on the same computer in compliance with the terms and conditions of the End User License Agreement supplied with the Upgrade Basis Software, unless otherwise specified in a separate written agreement for Upgrade with ABBYY.
2.5.2. Use of the Upgrade Basis Software may be prohibited by a separate written agreement with an Approved Source.
3. Miscellaneous
3.1 If Licensee acquired ABBYY Software on a Subscription basis, notwithstanding anything to the contrary set forth in the Subscription Terms, Licensee shall have the right to refuse automatic renewal of Subscription by giving a notice at least twenty-four (24) hours prior to the upcoming Subscription renewal date.
3.2 Except as provided for in Section 2.1.1.3, Licensee may only make a one-time permanent transfer of ABBYY Software directly to another end user. If Licensee is a legal entity, such a transfer requires a prior written approval by ABBYY. Such transfer must include all of ABBYY Software (including all copies, component parts, the media and Documentation, and any updates) and this Agreement. Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this Agreement, including the obligation to not further transfer this Agreement and ABBYY Software. Licensee must uninstall ABBYY Software from its computer(s) or from its local area network in the event of such ABBYY Software transfer.
3.3 Licensee represents and warrants that Licensee is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and Licensee is not listed on any U.S. Government list of prohibited or restricted parties.
3.4 Apple Inc. and its’s subsidiaries, are third party beneficiaries of this Agreement, and upon Licensee’s acceptance of the terms and conditions hereof, Apple Inc. will have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third party beneficiary thereof.
1. Additional definitions
”ABBYY Software” means ABBYY FineReader PDF including any and all of the software components embedded in it or made available online or in other ways, including, but not limited to, executable, help, demo, sample, and other files; libraries, databases, samples, associated media (images, photos, animations, audio components, video components etc.), Documentation and other software components.
“Activation” means the process of verifying that Protection Key is valid and has not been activated on more computers than allowed by the scope of Usage Rights. ABBYY Software may require Activation after installation; if Activation is required, ABBYY Software will not operate or will operate for a limited period of time and with limited functionality and will cease to function without further notice when the said limited time period elapses.
“License” means any natural person or legal entity purchasing or otherwise acquiring the ABBYY Software.
2. Usage Restrictions
2.1 Restrictions on Licensee’s use of ABBYY Software and the scope of Usage Rights may include, but are not limited to, the following:
2.1.1. Number of computers, individual users and network access. The scope of Usage Rights acquired by Licensee may restrict the number of computers on which Licensee may install and use ABBYY Software, the number of individual users of ABBYY Software, and network access and depends on the type of license acquired by Licensee. The type of the license acquired by Licensee is specified in purchase documentation between Licensee and an Approved Source and/or in Quote. After ABBYY Software is installed, Licensee may check the type of license in the Help menu of the interface of ABBYY Software.
2.1.1.1. If the type of Licensee’s license is “Single user license” / “Standalone” and Licensee is a legal entity, Licensee may install and use ABBYY Software on one computer unless otherwise stipulated in Agreement, in a separate agreement with ABBYY or in Quote. If the type of license is “Single user license” / “Standalone” and Licensee is a natural person, Licensee may install and use ABBYY Software on one desktop computer and on one portable computer (laptop or other portable device on which ABBYY Software can be installed and used according to its system requirements) owned by Licensee. Licensee may not use ABBYY Software on both computers simultaneously. At any given time, Licensee may either use ABBYY Software directly on a computer on which it is installed or access ABBYY Software remotely via remote access from only one computer.
2.1.1.2. If the type of Licensee’s license is “Per Seat”, Licensee may install and use ABBYY Software on as many computers owned by Licensee as the number of licenses Licensee acquired. At any given time, Licensee may access one installed copy of ABBYY Software from only one computer unless otherwise specified in this Agreement, in a separate agreement with Approved Source or in Quote.
2.1.1.3. If the type of Licensee’s license is “Network License” / "Concurrent" (the license may be marked as “Concurrent” or “Concurrent for Azure”), Licensee may install ABBYY Software on any number of computers owned by Licensee and simultaneously use ABBYY Software on as many computers as the number of licenses Licensee acquired, unless otherwise specified in this Agreement, in a separate agreement with Approved source or in Quote.
2.1.1.4. If the type of Licensee’s license is “Remote User” (the license may be marked as “Remote User” or “Remote User for Azure”), Licensee may use ABBYY Software via remote access or virtualization solution owned, rented or otherwise lawfully acquired and/or used by Licensee (“Solution”). Licensee may install ABBYY Software on any number of computers that serve as servers/hosts for Solution. The installed ABBYY Software may be used from client computers through remote access to it by as many individuals - named users of Solution - as the number of licenses Licensee acquired, and Licensee must acquire a license for each user that may use ABBYY Software, unless otherwise specified in this Agreement, in a separate agreement with Approved Source or in Quote. At any given time, each individual can use ABBYY Software remotely from only one computer.
2.1.1.5. If the type of Licensee’s license is “Site License”, the following additional terms apply: (i) ABBYY Software will be accompanied by a certificate issued by ABBYY and specifying applicable license details; (ii) Licensee shall keep ABBYY Software in confidence and any transfer of ABBYY Software by Licensee is strictly prohibited (for the purpose of this Section 2.1.1.5 only “transfer” shall include, but is not restricted to, granting access to third parties, granting access for private use by employees and any sale, hire, lease or loan of ABBYY Software); (iii) Licensee shall maintain accurate records of the number of Licensee’s user computers where ABBYY Software is used, shall report the number of Licensee’s user computers to Approved Source on a yearly basis and shall, along with such yearly report, pay the applicable license fee (as may be stipulated in Quote) for each user computer, including those over the number pre-purchased with license.
2.1.2. Processing volume. The number of Volume Units that may be processed with ABBYY Software, if it is stipulated in ABBYY License, may be limited in one or more ways, such as limitations on the number of Volume Units that may be processed within particular time periods, such as monthly or annually, or on the overall number of Volume Units that may be processed. The size of a page or other Volume Unit and the number of processor(s) cores used for processing may also be limited.
2.2 Licensee acknowledges that ABBYY Software is protected from unauthorized copying and unlimited use and may include Protection Key providing for such protection and Licensee accepts ABBYY Software subject to all such protections. Protection Key may require Activation and the number of Activations available to Licensee may be limited. Licensee may request additional Activations during the entire period of support and maintenance services duration for the version of ABBYY Software that you acquired. Upon expiration of the duration of the support and maintenance services for the acquired ABBYY Software version, additional activations may not be available.
2.3 Licensee may not use ABBYY Software to provide paid or free recognition, conversion, scanning or document comparison services and/or to provide the results or access to the results acquired through the use of ABBYY Software as a part of another service that has recognition, conversion, scanning or document comparison as its component to any third party unless Licensee has entered into a separate written agreement with ABBYY.
2.4 Subject to Sections 2.5 and 2.6 below, Licensee may not bypass ABBYY Software user interface or interact with ABBYY Software by means of automation software including, but not limited to, scripts, bots, Robotic Process Automation software unless Licensee has entered into a separate written agreement with ABBYY.
2.5 If Licensee’s license is of the type defined in Sections 2.1.1.2 or 2.1.1.4 and is marked as “Extended CLI support” in Quote, then Licensee may bypass ABBYY Software user interface only by means of using command line interface.
2.6 If Licensee’s license is of the type defined in Sections 2.1.1.2 or 2.1.1.4 and is marked as “for RPA” in Quote, then Licensee may interact with ABBYY Software by means of Robotic Process Automation software.
2.7 Upgrades. If ABBYY Software is labeled as an “Upgrade” or is being provided to Licensee as a replacement for one of the previous major versions of ABBYY FineReader, restrictions on Licensee’s use of ABBYY Software and the scope of Usage Rights may include, but are not limited to, the following:
2.7.1. The software that formed the basis for Licensee’s eligibility for the Upgrade (“Upgrade Basis Software”) can be used after upgrade only on the same computer in compliance with the terms and conditions of the End User License Agreement supplied with Upgrade Basis Software, unless otherwise specified in a separate written agreement for upgrade with ABBYY.
2.7.1.1. If Upgrade Basis Software was obtained on a subscription basis, it can be used after upgrade within a limited time only, namely: until the end of the subscription period during which the upgrade was made (“Current Subscription Period”). Licensee shall cease using Upgrade Basis Software after the end of Current Subscription Period even if Licensee has renewed its Subscription to ABBYY Software for the next subscription period.
2.7.1.2. Licensee acknowledges that ABBYY can stop providing technical support and maintenance services for the Upgrade Basis Software at any time, and these services therefore may become unavailable to Licensee even if Licensee continues to use Upgrade Basis Software.
2.7.2. Use of Upgrade Basis Software may be prohibited by a separate written agreement with Approved Source.
2.7.3. Notwithstanding anything to the contrary set forth in the SM Terms, if ABBYY Software was obtained with a perpetual license: (i) Services (as defined in SM Terms) to be provided to Licensee for such ABBYY Software do not include provision of any Upgrades (as defined in SM Terms); and (ii) Licensee hereby waives any and all claims against ABBYY or any of its affiliates for not providing any such Upgrades. For the avoidance of doubt, this Section 2.7.3 does not affect the rights of consumers to have a digital product kept in a current state as, in particular, consumers will not be denied Updates (as defined in SM Terms), including security Updates, for a reasonable period of time as prescribed by the respective legal regulations.
2.8 Except as provided for in Section 2.1.1.5, Licensee may only make a one-time permanent transfer of ABBYY Software directly to another end user. If Licensee is a legal entity, such a transfer requires prior written approval by ABBYY. Such transfer must include all of ABBYY Software (including all copies, component parts, the media and Documentation, and any Updates) and this Agreement. Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this Agreement, including the obligation to not further transfer this Agreement and ABBYY Software. Licensee shall uninstall ABBYY Software from its computer(s) or from its local area network in the event of such ABBYY Software transfer.
1. Additional Definitions
"ABBYY Software" means ABBYY Timeline including any and all of the software components embedded in it or made available online or in other ways such as: executables, help systems, example Projects and related data used for demonstrations and/or training, sample, and other files; libraries, databases, samples, associated media (Documentation, images, photos, animations, audio components, video components, music, etc.), and other software components.
"Project" means a specific analysis instance of a business process and is comprised of a project name, project owner, data representing process events and task recordings, Authorized Users and their rights. Each Project has one and only one Process, but the same Process may be used in multiple Projects.
"Process" means unique process steps and tasks associated with a specific, finite business process.
"Process Mining" means a technology that analyzes and transforms Process Events in order to reconstruct the execution paths for each instance of those Process based on the data provided so that they may be analyzed using ABBYY Software.
"Event" means a data record, a log entry or in the case of Task Mining a recorded user action which represents a single occurrence of a Process step.
"Task Mining" means technology that records computer user actions to reconstruct one or more Tasks so that they can be analyzed using ABBYY Software.
"Task" means a set of user actions performed in one or more end-user computer or virtual applications or hosted applications accessed via a web browser that corresponds to a finite number of operations necessary to complete a specific manual Process scenario. Task is further comprised of a set of Task instances which were found using Task Mining technology (for example, creating invoices, booking tickets, ordering shipping services, updating customer profile information, etc.).
"Recorder" means a separate component of ABBYY Software that is installed on individual user computers and that is designed to record the business actions performed on those computers by Authorized Users involved in the business process Licensee is analyzing.
"Recording Service" means a separately installed component of ABBYY Software that is typically installed on a central server different than individual user computers that is designed for managing Recorders, tracking Recorders’ status, collecting and storing data from Recorders.
2. Usage Restrictions
2.1 Restrictions on Usage Rights may include, but are not limited to, the following: number of Volume Units (e.g. Projects, Processes, Events) processed, Subscription Term, territory.
3. Licensee’s Responsibilities with regard to Process Mining and Task Mining
3.1 Task Mining functionality is disabled by default and is limited by the scope of your Usage Rights. If included, it may only be used if (1) Recorder is permitted to be installed on computers of Authorized Users, (2) Recording Service is permitted to be installed in the same network as Recorders, and (3) Recorders are connected to Recording Service.
3.2 Licensee acknowledges that Process Mining and Task Mining functionality may be related to processing of personal data and confidential data. Before activating Process Mining or Task Mining, Licensee shall make sure that its processes and practices related to the functioning of ABBYY Software comply with applicable laws and regulations, including those related to the processing and protection of personal data and the confidential information of Authorized Users. ABBYY Software provides flexible and configurable management settings that can help Licensee to comply with the requirements related to processing of personal data and user privacy. Licensee represents and warrants that Licensee have obtained and/or provided any necessary authorizations, consents, notices and other permissions that may be required under applicable laws and regulations prior to data processing, including, but not limited to, collection, using and disclosing, of information in the course of Licensee’s use of ABBYY Software. Licensee shall defend, indemnify, keep indemnified and hold harmless ABBYY and its Affiliates from and against all claims, losses, damages, liabilities, fees, costs and expenses (including without limitation reasonable legal costs) incurred by ABBYY as a result of or in connection with any violation of this clause or Licensee’s non-compliance with its processing of personal data obligations when using ABBYY Software.
1. Additional Definitions
“ABBYY Software” means ABBYY® FineReader® Engine for Windows, ABBYY® FineReader® Engine for Linux, ABBYY® FineReader® Engine for Mac OS including any and all software components (add-ons, custom components, and modules, etc.) embedded in the software or made available online or other ways such as: executable, help, demo, sample and other files; libraries, databases, samples, associated media (images, photos, animation, audio-video components, music etc.), Documentation, and other software components.
“Activation” means the procedure whereby Protection Key is checked for validity and the installed ABBYY Software is made fully operational in accordance with Documentation and the scope of Usage Rights. Activation may be performed either: (i) by means of a USB dongle as hardware Protection Key plugged into the Computer where ABBYY Software is used; (ii) by means of a software Protection Key, including Online License, on Physical Workplace or Virtual Workplace where ABBYY Software is used.
“Activated Protection Key” means the Protection Key for which Activation was successfully performed.
“Application” means the computer program, or set of computer programs, developed by Licensee, or on Licensee’s behalf, which includes parts of ABBYY Software or otherwise interacts with ABBYY Software.
“Computer” means a specific physical device or Virtual Machine that may consist of one or more CPU (central processing unit) cores and running a specified operating system. Any changes to the configuration or composition of Computer may result in Computer being considered a different Computer for licensing purposes.
“Internal Use” means use of Application for Licensee’s internal business operations and/or automation of Licensee’s internal processes. Internal Use excludes ISV Distribution, distribution, transfer, or licensing of ABBYY Software to any third parties or use of ABBYY Software to provide Business Process Outsourcing (BPO) services or any other services where third party customers are provided with the recognition results of ABBYY Software to any third parties.
"Online License" means Software activation over the internet, without Your involvement or support. It is a license key on ABBYY’s side for which a renewable permission(s) is provided to You to use Software over the internet.
"Physical Workplace" means one copy of computer programs and operating system run on Computer without the use of Virtual Machine.
"Virtual Workplace" means one copy of computer programs and operating system run on Computer by means of Virtual Machine.
"Workplace" means one (1) Physical Workplace or one (1) Virtual Workplace.
"Virtual Machine" means any computer program that isolates applications executed within an operating system from Computer, enabling the user to save and restore the original state of the computer programs and the operating system, create their copies, and run them.
2. License Grant and Usage Restrictions
In order to use the Software, You should perform Activation of the Software after installation.
2.1. Types of Licenses. The following two types of licenses to ABBYY Software may be granted for Licensee’s Internal Use only: (i) Developer License providing for the right to integrate parts of ABBYY Software into the Application; and (ii) Runtime License providing for the right to reproduce parts of ABBYY Software integrated into Application.
2.2 Activation. In order to use ABBYY Software Licensee shall perform Activation of ABBYY Software.
2.3 Usage Restrictions. Restrictions on Licensee’s use of ABBYY Software and the scope of Usage Rights may include, but are not limited to, the following:
2.3.1. Number of Activations. ABBYY Software requires an Activated Protection Key to be used. Licensee’s ability to perform the Activation on a Virtual Workplace may be limited. Additionally, if Protection Key is activated on a Virtual Workplace, the use of ABBYY Software on public cloud services (i.e. Microsoft Azure and Amazon Web Services) is subject to an additional ABBYY written approval.
2.3.2. Processing volume. The number of Volume Units that may be processed by ABBYY Software may be limited in one or more ways, such as limitations on the number of Volume Units being placed that may be processed within time periods, such as monthly, quarterly or annually, or on the overall number of Volume Units that may be processed. The size of a page and the number of data fields per document may also be limited.
2.3.3. Processing Power. The number of CPU (central processing unit) cores of Computers which can be utilized by ABBYY Software may be limited by the Protection Key and/or a written agreement between Licensee and Approved Source, and/or applicable Quote.
2.3.4. Installation Method. Licensee’s ability to install and use ABBYY Software on multiple Workplaces may be limited. For instance, limitations may provide for ABBYY Software to be used: (i) on any Workplace with a network connection to the Workplace where Protection Key is Activated (“concurrent licensing”); or (ii) on the same Workplace where Protection Key is Activated (“standalone licensing”). In case of standalone licensing various terminal server users running ABBYY Software may be either allowed or not to jointly utilize one set of CPU cores.
2.4 If Licensee deploys ABBYY Software by using terminal services which allow accessing ABBYY Software on a remote Computer over a network, the amount of simultaneously running instances of ABBYY Software may not exceed the number of Computers for which Usage Rights have been obtained.
2.5 If Licensee uses ABBYY Software by means of a web browser, Licensee may simultaneously access ABBYY Software by as many Computers as permitted by the scope of Usage Rights and specified in Protection Key and/or written agreement between Licensee and Approved Source.
2.6 Licensee shall display the following copyright and trademark notices in Application documentation:
This software includes ABBYY® FineReader® Engine recognition technologies © 2023 ABBYY Development Inc. ABBYY, ABBYY FINEREADER and FINEREADER are either registered trademarks or trademarks of ABBYY Development Inc. and/or its affiliates. These designations can also be logos, product or company names (or part of any of the above) of ABBYY Development Inc. and/or its affiliates and may not be used without consent of their respective owners.
2.7 Subcontractors. Licensee may hire or engage one or more subcontractors to develop an Application; provided, that (i) ABBYY will not be required to grant any license to Licensee subcontractors (ii) each such Licensee’s subcontractor is bound by all limitations on the Usage Rights scope; and (iii) Licensee shall in all cases remain responsible for its subcontractors compliance with the terms of this Agreement.
1. Additional Definitions
“ABBYY Software” means ABBYY® Mobile Web Capture including any and all software components (add-ons, custom components, and modules, etc.) embedded in the software or made available online or in other ways such as: executable, help, demo, sample and other files; libraries, databases, samples, associated media (images, photos, animation, audio-video components, music etc.), Documentation, and other software components.
“Activation” means the procedure whereby the ABBYY Software distribution kit is unzipped (installed),Protection Key is checked for validity and the installed ABBYY Software is made fully operational in accordance with Documentation and the scope of Usage Rights.
“Application” means a computer program, or a set of computer programs, developed by Licensee, or on Licensee’s behalf, which includes parts of ABBYY Software or otherwise interacts with ABBYY Software.
"Permitted Use" means the use of ABBYY Software for development of Application for 1) optimization of Licensee’s internal business operations, 2) automation of Licensee’s business processes, and/or 3) distribution of such Application to Licensee’s customers, but only to the extent that such Application (i) uses ABBYY Software for providing functionality simplifying Licensee’s business processes and (ii) is distributed free of charge. “UI Component” means a set of pre-built user interface screens, which can be integrated into a web application using API methods.
2. License Grant and Usage Restrictions
2.1 Usage Rights scope. The following Usage Rights to ABBYY Software may be granted for Subscription Term for Licensee’s Permitted Use only:
2.2 In order to use ABBYY Software, Licensee shall perform Activation of ABBYY Software.
2.3 Licensee may not use ABBYY Software as part of any service that provides the results or access to the results acquired through the use of ABBYY Software (including recognition, conversion or data capture) (e.g. BPO), to any third party unless Licensee have signed a separate written agreement with ABBYY.
2.4 Licensee may not distribute copies of ABBYY Software or parts of ABBYY Software or Application to any third parties except in the case of Permitted Use. Licensee may not transfer Usage Rights or ABBYY Software to any third parties.
2.5 Licensee shall display the following copyright and trademark notices in Application documentation:
This software includes ABBYY® Mobile Web Capture © 2024 ABBYY Development Inc. ABBYY is either a registered trademark or trademark of ABBYY Development Inc. and/or its affiliates. These designations can also be logos, product or company names (or part of any of the above) of ABBYY Development Inc. and/or its affiliates and may not be used without the consent of their respective owners.
2.6 Subcontractors. Licensee may hire or engage one or more subcontractors to develop Application; provided, that (i) ABBYY will not be required to grant a license to Licensee’s subcontractors (ii) each such Licensee’s subcontractor is bound by all limitations on Usage Rights scope; and (iii) Licensee shall in all cases remain responsible of its subcontractors compliance with the terms of Agreement.
2.7 Licensee shall explicitly state in the Application End-User License Agreement and/or Terms of Use the terms set forth in Exhibit A hereto. In any case, Licensee shall distribute Application under the terms that protect ABBYY Software at least as much as Exhibit A hereto and this Agreement.
2.8 Upon download of a copy of ABBYY Software, Licensee shall read and understand the terms governing the use of the third-party technologies provided within ABBYY Software and/or displayed in Documentation.
2.9 ABBYY may unilaterally change the terms set forth in Exhibit A hereto and/or the terms related to the use of third-party technologies contained in ABBYY Software. The changed terms will be provided in updated Documentation.
APPLICATION END-USER LICENSE AGREEMENT TERMS
Whereas Application incorporates ABBYY Mobile Web Capture, Licensee shall comply with and reproduce the following terms verbatim in any Application End-User License Agreement:
1. The End User may not perform or make it possible for other persons to perform any of the following activities infringing the rights of the owner of ABBYY Mobile Web Capture:
1.1. Reverse engineer, disassemble or decompile (i.e. reproduce and transform the object code into source code) or otherwise attempt to derive the source code for ABBYY Mobile Web Capture, or any part, except, and only to the extent that, such activity is expressly permitted by applicable law notwithstanding this limitation. If applicable law prohibits the restriction of such activities, any information so discovered shall not be disclosed to third parties with the exception that such disclosure is required by law and such information shall be promptly disclosed to ABBYY. All such information shall be deemed to be confidential and proprietary information of ABBYY;
1.2. Modify ABBYY Mobile Web Capture, including making changes to the object code of the applications and databases contained in ABBYY Mobile Web Capture other than those changes that can be made by means of ABBYY Mobile Web Capture as described in the documentation;
1.3. Transfer the right to use ABBYY Mobile Web Capture to third parties or make it possible to use ABBYY Mobile Web Capture for persons who have no right to use the Application.
2. ABBYY Mobile Web Capture is provided “as is.” ABBYY does not warrant that ABBYY Mobile Web Capture will contain no errors, nor will it be liable for any damages, including damages for loss of business profits or disclosure of confidential information.
3. Export Rules. The End User shall not export or re-export ABBYY Mobile Web Capture in violation of any export provisions in force in the country where the End User purchased the Application, or in violation of any other applicable legislation.
4. If any part of the Application End-User License Agreement is found void and unenforceable, it will not affect the validity of the balance of the Application End-User License Agreement, which shall remain valid and enforceable according to its terms. The Application End-User License Agreement shall not prejudice the statutory rights of any party dealing as a consumer.
1. Additional Definitions
“ABBYY Software” means ABBYY® Vantage Mobile Input SDK including any and all software components (add-ons, custom components, and modules, etc.) embedded in the software or made available online or in other ways such as: executable, help, demo, sample and other files; libraries, databases, samples, associated media (images, photos, animation, audio-video components, music etc.), Documentation, and other software components.
“Activation” means the procedure whereby the ABBYY Software distribution kit is unzipped (installed) and the installed ABBYY Software is made fully operational in accordance with Documentation and the scope of Usage Rights.
“Application” means a computer program, or set of computer programs, including but not limited to mobile applications for Android/iOS, developed by Licensee, or on Licensee’s behalf, which includes parts of ABBYY Software or otherwise interacts with the Software.
"Permitted Use" " means the use of ABBYY Software for development of Application for 1) optimization of Licensee’s internal business operations, 2) automation of Licensee’s business processes, and/or 3) distribution of such Application to Licensee’s customers, but only to the extent that such Application (i) uses ABBYY Software for providing functionality simplifying Licensee’s business processes and (ii) is distributed free of charge.
"UI Component" " means a set of pre-built user interface screens, which can be integrated into an application using API methods.
2. License Grant and Usage Restrictions
2.1 Usage Rights scope. The following Usage Rights to ABBYY Software may be granted for Subscription Term for Licensee’s Permitted Use only:
2.2 In order to use ABBYY Software, Licensee shall perform Activation of ABBYY Software.
2.3 Licensee may not use ABBYY Software as part of any service that provides the results or access to the results acquired through the use of ABBYY Software (including recognition, conversion or data capture) (e.g. BPO), to any third party unless Licensee have signed a separate written agreement with ABBYY.
2.4 Licensee may not distribute copies of ABBYY Software or parts of ABBYY Software or Application to any third parties except in the case of Permitted Use. Licensee may not transfer Usage Rights or ABBYY Software to any third parties.
2.5 You shall display the following copyright and trademark notices in Application documentation:
This software includes ABBYY® Vantage Mobile Input SDK © 2024 ABBYY Development Inc. ABBYY is either a registered trademark or trademark of ABBYY Development Inc. and/or its affiliates. These designations can also be logos, product or company names (or part of any of the above) of ABBYY Development Inc. and/or its affiliates and may not be used without the consent of their respective owners.
2.6. Subcontractors. Licensee may hire or engage one or more subcontractors to develop Application; provided, that (i) ABBYY will not be required to grant a license to Licensee’s subcontractors (ii) each such Licensee’s subcontractor is bound by all limitations on Usage Rights scope; (iii) Licensee shall in all cases remain responsible of its subcontractors compliance with the terms of Agreement.
2.7 Licensee shall explicitly state in the Application End-User License Agreement and/or Terms of Use the terms set forth in Exhibit A hereto. In any case, Licensee shall distribute Application under the terms that protect ABBYY Software at least as much as Exhibit A hereto and this Agreement.
2.8 Upon download of a copy of ABBYY Software, Licensee shall read and understand the terms governing the use of the third-party technologies provided within ABBYY Software and/or displayed in Documentation.
2.9 ABBYY may unilaterally change the terms set forth in Exhibit A hereto and/or the terms related to the use of third-party technologies contained in ABBYY Software. The changed terms will be provided in updated Documentation.
APPLICATION END-USER LICENSE AGREEMENT TERMS
Whereas Application incorporates ABBYY Vantage Mobile Input SDK, Licensee shall comply with and reproduce the following terms verbatim in any Application End-User License Agreement:
1. The End User may not perform or make it possible for other persons to perform any of the following activities infringing the rights of the owner of ABBYY Vantage Mobile Input SDK:
1.1. Reverse engineer, disassemble or decompile (i.e. reproduce and transform the object code into source code) or otherwise attempt to derive the source code for ABBYY Vantage Mobile Input SDK, or any part, except, and only to the extent that, such activity is expressly permitted by applicable law notwithstanding this limitation. If applicable law prohibits the restriction of such activities, any information so discovered shall not be disclosed to third parties with the exception that such disclosure is required by law and such information shall be promptly disclosed to ABBYY. All such information shall be deemed to be confidential and proprietary information of ABBYY;
1.2. Modify ABBYY Vantage Mobile Input SDK, including making changes to the object code of the applications and databases contained in ABBYY Vantage Mobile Input SDK other than those changes that can be made by means of ABBYY Vantage Mobile Input SDK as described in the documentation;
1.3. Transfer the right to use ABBYY Vantage Mobile Input SDK to third parties or make it possible to use ABBYY Vantage Mobile Input SDK for persons who have no right to use the Application.
2. ABBYY Vantage Mobile Input SDK is provided “as is.” ABBYY does not warrant that ABBYY Vantage Mobile Input SDK will contain no errors, nor will it be liable for any damages, including damages for loss of business profits or disclosure of confidential information.
3. Export Rules. The End User shall not export or re-export ABBYY Vantage Mobile Input SDK in violation of any export provisions in force in the country where the End User purchased the Application, or in violation of any other applicable legislation.
4. If any part of the Application End-User License Agreement is found void and unenforceable, it will not affect the validity of the balance of the Application End-User License Agreement, which shall remain valid and enforceable according to its terms. The Application End-User License Agreement shall not prejudice the statutory rights of any party dealing as a consumer.
I have read Terms of Use. I am aware I may use the Site and/or its Content for personal use only in accordance with the Terms of Use, as a part of my relationship with ABBYY. It’s expressly forbidden to use the Site and/or its Content for competitive and benchmarking purposes.
IF YOU DO NOT AGREE, DO NOT USE THE SITE.
The sites https://www.abbyy.com/, https://help.abbyy.com/ and other ABBYY-owned sites (collectively, “Site”) are the property of ABBYY Development Inc. and affiliates, the ABBYY group companies ("ABBYY") and its licensors. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DON’T AGREE, DO NOT USE THE SITE.
The services and information that ABBYY provides to You are subject to the following Terms of Use (referred to as “Terms”). ABBYY reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time. It is Your responsibility to check these Terms for amendments. ABBYY reserves the right to do any of the following, at any time, without notice: to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; to modify or change the Site, or any portion of the Site; and to interrupt the operation of the Site or any portion of the Site for maintenance or other reason. You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of ABBYY or others. You agree that ABBYY may, in its sole discretion and without prior notice, terminate Your access to the Site and/or block Your future access to the Site if ABBYY finds that You have violated these Terms or other agreements. You agree that any violation by You of these Terms will constitute an unlawful and unfair business practice. You agree that ABBYY may, in its sole discretion and without prior notice, terminate Your access to the Site. You agree that ABBYY will not be liable to You or to any third party for termination of Your access to the Site as a result of any violation of these Terms.
Your continued use of the Site means that You agree to the amendments. As long as You comply with these Terms, ABBYY grants You a personal, non-exclusive, non-transferable, limited right to enter and use the Site.
All materials contained herein, the Site and any Content, service or features are provided "AS IS" and "AS-AVAILABLE" without warranty of any kind. ABBYY disclaims all warranties of any kind, including all warranties and conditions of accuracy, merchantability, whether express implied or statutory, fitness for a particular purpose, defects-free, virus-free, contamination title and non-infringement, specific results warranty. Any use of the materials of this site is at Your own discretion and risk and You are solely responsible for any damage to Your computer system, including but not limited to loss of data.
ABBYY DISCLAIMS ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES AND PAGES. YOUR SOLE REMEDY AGAINST ABBYY FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT.
Under no circumstances shall ABBYY be liable for any kind of damages, indirect or consequential, exemplary, incidental or punitive damages, including, without limitation loss of profits or revenues and/or costs of replacement goods and all damages resulting from (i) downloading of any software available, (ii) use of the Content or the Site, or the service, or the software, (iii) ABBYY's failure to provide services, whether in action of contract, negligence or other tortuous action even if ABBYY has been informed in advance of the possibility of such damages.If, notwithstanding the other provisions of these Terms, ABBYY is found to be liable to You for any damage or loss which arises out of or is in any way connected with Your use of the Site or any Content, ABBYY’s liability shall in no event exceed fifty US dollars. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to You.
ABBYY does not guarantee the security of any information transmitted to or from the Site. Any material, information or other communication You transmit or post to this Site will be considered non-confidential. ABBYY will have no obligations with respect to such communications. Additionally, by using the Site, You acknowledge and agree that Internet transmissions are never completely secure. You understand that any message or information You send to the Site may be read or intercepted by others.
By transmitting or posting any information You grant ABBYY an unrestricted royalty free right to copy, disclose, distribute, otherwise dispose and use of such information.
While browsing through this site You agree to refrain from posting or transmitting to or from this Site any unlawful material that may violate any domestic and/or international legislation.
ABBYY may at it's own discretion monitor or review any areas on this site where users transmit or post materials or communicate solely with each other, including but not limited to any kind of chat rooms or user forums. ABBYY will have no liability related to the content of any such areas.
Relevant ABBYY Privacy Policy (Notice) and Cookie Policy (if applicable) apply to use of this Site, and its terms are made a part of these Terms by this reference. In conflict, Privacy Policy (Notice) and Cookie Policy provisions prevail. If You choose to provide ABBYY with your personal information (including but not limited to via web-forms located at the Site), your personal information will be treated in accordance with relevant Privacy Policy (Notice) which is available via link displayed on the same webpage where such information is collected.
Any software that is made available to download from this Site is the copyrighted work of ABBYY and/or its suppliers. Such software shall be used in accordance with the respective terms of the end user license agreement (EULA) or terms of service which accompany the software. Any use of the Software not in accordance with the respective agreement is expressly prohibited. ABBYY’s obligations, if any, with regard to its products and services are governed by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements.
Should ABBYY make available certain materials for downloading from the Site and expressly agree upon it, You may use information on ABBYY products and services, provided that You (a use such information only for Your personal, non-commercial informational purpose, (b) make no modifications to any such information (c) do not remove any proprietary notices in all copies of such documentation, and (d) not make any additional representations or warranties relating to such documentation. It is expressly forbidden to use the Site or its Content for benchmarking and competitive purposes.
If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to Your use of that portion of the Site or the specific service.
ABBYY may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be outdated, and ABBYY makes no commitment to update the materials on the Site with respect to such products and services. ABBYY provides access to ABBYY international data and documentation and may contain references to products and services that are not offered in every country. Such reference does not imply that ABBYY intends to offer such products or services in Your country. Although the Site is accessible worldwide, not all features, products or services referenced or offered through or on the Site are available to all persons or in all geographic locations. ABBYY reserves the right to limit, in its sole discretion, the provision and quantity of any Content, feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited.
All the text, communications, software, scripting, photos, text, video, visual interfaces, graphics, trademarks, logos, music, sounds, images, artwork and computer code and other materials (collectively "Content") are owned, controlled or licensed by or to ABBYY and are protected by intellectual property, competition laws and are provided by ABBYY as a service to its customers only and is exclusively for personal use. Except as expressly provided in these Terms, You may not use any portion of this Site or the Content without ABBYY’s express prior written consent. Usage for benchmarking or competitive purpose is expressly prohibited.
The trademarks, logos, and service marks (collectively "Trademarks") appearing on the ABBYY website are the property of ABBYY, its licensorsand other third-parties. All Trademarks are provided for Your information and do not grant You a license to use them. Neither title nor intellectual property rights are transferred to You.A list of third-party Trademarks and patents is available here.
This site may provide links to other third-party sites. ABBYY makes no representations whatsoever about any other site which You may access through this site. You acknowledge and agree that ABBYY is not responsible for the content of any linked site or any link contained in a linked site.
References on this site to any names, marks, products or services of any third parties or hypertext links to third party sites or information are provided solely as a convenience to You. ABBYY does not endorse or recommend content of such sites.
Mentioning non ABBYY products or services is for informational purposes only and constitutes neither an endorsement, nor a recommendation.
These Terms constitute the entire agreement between You and ABBYY with regard to Your use of the Site, and any and all other written or oral agreements or understandings previously existing between You and ABBYY with respect to such use are hereby superseded. ABBYY’s failure to enforce strict performance of these Terms shall not be construed as a waiver by ABBYY of any provision or any right it has to enforce these Terms, nor shall any course of conduct between ABBYY and You or any other party be deemed to modify any provision of these Terms. These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties.
ABBYY does not warrant compliance with any foreign legislation. If You access the Site, You are solely responsible for compliance with all applicable local laws.
You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation international export control laws and regulations, and/or for competition and benchmarking.
The Subscription terms incorporate terms on subscription, billing and payment procedure for the use of ABBYY Software on a subscription-based model. You can review the full terms here.
The Partner Subscription Terms incorporate terms on subscription, billing and payment procedure for the use of ABBYY Software on a Subscription-based model by partners. You can review the full terms here.
Copyright © 2021 ABBYY Development Inc.
May 2021
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