Partner Subscription Terms

  • Last updated: 11 August, 2021
  • These Partner Subscription Terms (“Terms”), which are posted at https://www.abbyy.com/legal/partner-subscription-terms/, the Partner Agreement, and the EULA collectively set forth the terms of subscription, billing and payment procedure for the distribution and use of ABBYY Software on a Subscription basis.

  1. Definitions

    1. “ABBYY” means the ABBYY legal entity with which You executed the Partner Agreement.
    2. “Balance” means the quantity of Volume Units available to be processed for Your Subscription during the Subscription Term.
    3. “Invoice” means a written or electronic financial document specifying the ABBYY Software, Volume Units, Balance, price, Subscription Term and other commercial terms and conditions.
    4. “Partner Agreement” means an agreement executed between You and ABBYY that licenses You to distribute ABBYY Software to End Users.
    5. “SDK” means a type of ABBYY Software as defined in more details in relevant EULA and which allows the creation of applications, including but not limited to, software package, software framework, hardware platform, computer system, operating system, or similar platform, and also enables End User to integrate OCR and/or ICR functions into Application, as defined in the relevant EULA.
    6. “Subscription” means the right to use an ABBYY Product during the Subscription Term subject to payment of the applicable Subscription Fee.
    7. “Subscription Term” means the auto-renewable time period during which You or an End User is entitled to use an ABBYY Product. Subscription Term includes any free trial period that ABBYY may provide. The Subscription Term shall commence on the date specified in applicable Invoice and continue for the time period specified therein and any renewals thereto, except as otherwise specified in such Invoice.
    8. “Subscription Fee” means the amount payable for the Subscription during certain Subscription Term that You have committed to pay by ordering the Subscription. Subscription Fee includes the fees for technical support (SMUA), if available to End User(s), during the Subscription Term.
    9. “Volume Unit” means a document transaction, document, page or other unit of information that is processed using the ABBYY Software.
    10. “You”  means your legal entity that executed the Partner Agreement with ABBYY.

  2. Ordering and Payment; Balance

    1. ABBYY shall permit the End User to use ABBYY Software during the Subscription Term stated in the Purchase Order, Order Form, Invoice, or in another written agreement between You and ABBYY.
    2. You agree to pay the Subscription Fees for all Subscriptions that You order for Yourself or an End User.  The payment of an Invoice constitutes Your acceptance of these Terms and any other terms that may be incorporated by reference and/or referred to in the Invoice(s). Your payment obligation shall be deemed fulfilled once the amount due is credited to ABBYY’s bank account.
    3. Subscription Fees are non-cancellable and are non-refundable, except as otherwise provided for herein and unless cancellable or refundable under the applicable laws.
    4. After Your order for a Subscription is fulfilled by ABBYY, ABBYY will provide the End User with the Balance of Volume Units purchased, which shall be valid during Subscription Term. For SDK products only, Volume Units are always linked to a particular Application and are not transferable between different Applications or otherwise.

    5. You may request ABBYY to increase the Volume Units available for a Subscription at any time; and starting from the date of such Volume Unit increase, the additional Volume Units will be added to the Balance of the Subscription. The additional Volume Units purchased will be available until the expiration of then-current Subscription Term only.

    6. At the end of the Subscription Term, ABBYY may charge additional fees for the subsequent amounts due for amounts in excess of the Volume Unit purchased. If You fail to pay the above mentioned additional fees, ABBYY maylimit or freeze the Subscription.

  3. Termination of Subscription; Renewals

    1. During the Subscription Term, the Subscription may not be terminated by You or an End User for any reason except for any specific cause for termination provided in the EULA, or if required so by applicable law.
    2. Upon expiration or termination of a particular Subscription, the End User will have no right to use the applicable ABBYY Software and shall delete any copies of it. The termination or expiration of a Subscription will not affect the validity of the Partner Agreement.
    3. If the Partner Agreement is terminated by You before a Subscription Term expires, then You shall, to the extent permitted by applicable laws, pay ABBYY any unpaid fees covering the remainder of the Subscription Term.
    4. Each Subscription Term shall renew automatically for an additional time period equal to the expiring Subscription Term and on the same conditions unless renewal is canceled by You or ABBYY by giving written notice at least 45 days prior to Subscription Term expiration date. If You cancel the renewal of any Subscription Term that requires a minimum subscription commitment duration, as specified in the applicable Invoice, prior to the expiration of such minimum subscription commitment duration, then You shall pay to ABBYY an amount equivalent to the sum of all discounts that were applied to that Subscription in consideration of the minimum subscription commitment duration. The provisions of this section shall not apply if You terminate cause under the terms the Partner Agreement or EULA.
    5. Prior to any renewal of a Subscription, ABBYY may increase the Subscription Fees by up to 3% from the then current Subscription Fees for the applicable ABBYY Software by providing 60 days prior written notice to You.

  4. Miscellaneous

    1. All capitalized terms used in these Terms that are not otherwise expressly defined herein shall have the respective meanings ascribed to such terms in the Partner Agreement, or in the absence of such terms in the Partner Agreement shall have the respective meanings ascribed to such terms in the applicable EULA or Invoice. The rules of interpretation set out in the Partner Agreement apply to these Terms.
    2. If any conflict arises between the terms and conditions of any prior, concurrently or subsequently issued purchase or sales document, or Invoice and these Terms, then these Terms shall prevail and control, unless: (i) such purchase or sales document or Invoice is signed by You and ABBYY, (ii) it directly references the particular conflicting term in these Terms, and (iii) it clearly states the parties’ mutual intention to deviate from these Terms. Otherwise, such conflicting terms of purchase or sales document or Invoice shall be considered null and void and shall not be enforceable against ABBYY. These Terms shall prevail over any conflicting term of the Partner Agreement or applicable EULA.
    3. ABBYY may unilaterally change these Terms effective  immediately, where such changes: (a) are required to comply with applicable laws; or (b) do not: (i) result in a violation of Your rights hereunder; or (ii) otherwise have a material adverse impact on Your rights under these Terms, as reasonably determined by ABBYY. Otherwise, ABBYY may unilaterally change these Terms provided that such changes will apply only to Your orders where the respective Invoice is issued after the change to the Terms took effect. ABBYY is not required to notify You about editorial changes.