These Partner Subscription Terms (“Terms”), available at https://www.abbyy.com/legal/partner-subscription-terms/, together with the Partner Agreement and EULA set terms of subscription, billing and payment procedure for the distribution and use of ABBYY Software on a Subscription-based model.
“ABBYY” means ABBYY legal entity with who You entered into Partner Agreement for distribution of ABBYY Software to End Users.
“Balance” means the amount of Volume Units available for processing per Subscription Term.
“Invoice” means a written or electronic financial document specifying what is being ordered, quantity, price, Subscription Term and other commercial terms and conditions. Once signed or otherwise accepted by You, including if a payment was provided to ABBYY based on Invoice issued to You, ABBYY Software shall be made available for distribution, as well as a Subscription to ABBYY Software shall be made available to End User by You. Invoice shall be issued in accordance with and refer only to these Terms and Partner Agreement.
“Partner Agreement” means certain agreement signed between You and ABBYY to allow you to distribute ABBYY Software to End Users.
“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.
“Subscription” means Your commitment to pay Subscription Fee(s) to ABBYY in order to allow End User to use ABBYY’s functionality during Subscription Term according to the fees stated in the applicable Invoice agreed and accepted by both You and ABBYY; and in consideration of such payment, ABBYY’s commitment to make ABBYY Software and technical support (SMUA) available to End User during Subscription Term.
“Subscription Term” means an auto-renewable time period during which You are entitled to distribute ABBYY Software and allow End User to use ABBYY Software functionality and for which you have committed to pay Subscription Fee(s) stated in the applicable Invoice agreed and accepted by both You and ABBYY. Subscription Term includes any free trial period that ABBYY may provide. Subscription Term shall commence on the start date specified in applicable Invoice and continue for the term specified therein and any renewals thereto, except as otherwise specified in such Invoice.
“Subscription Fee” means the payment that You make for the right to distribute ABBYY Software and allow End User to use ABBYY Software functionality during certain Subscription Term.
“Volume Unit” means document transactions, documents, pages or other types of information that may be processed using ABBYY Software.
“You” means legal entity that entered with ABBYY into Partner Agreement for distribution of ABBYY Software to End User.
Ordering and Payment; Balance
You shall pay Subscription Fees for Subscriptions in the amount stated in Invoice and under the terms as set forth in these Terms and Partner Agreement.
Your payment obligations shall be deemed fulfilled once the amount due is credited to ABBYY’s bank account.
All fees are non-cancellable and are non-refundable, except as otherwise provided for herein and unless cancellable or refundable under the applicable laws.
After You order for a Subscription listed in Invoice is fulfilled by ABBYY, the corresponding amount of Volume Units available for processing will be credited to End User’s Balance. The purchased number of Volume Units is valid during Subscription Term. For SDK products only pages are always linked to particular Application, and Pages are not transferable between different Applications or otherwise.
You may upgrade to a higher Subscription plan at any time. Starting from the time of the upgrade Volume Units according to the new Subscription plan will be added to the Balance. The price of the new Subscription plan will be charged on a pro rata basis. The newly purchased Volume Units shall be available during and until termination of the initial Subscription Term and for the same conditions.
ABBYY may charge You for the subsequent amounts due for amounts in excess of the Subscription volume purchased at the end of the Subscription Term unless otherwise mentioned in applicable Invoice. If you fail to pay these excessive amounts ABBYY Software functionality may not be available for You.
Termination of Subscription; Renewals
Subscription cannot be terminated by You or End User except for cases of termination provided in EULA or if required so by mandatory law. End User may allow Subscription Term to lapse.
Upon expiration of a particular Subscription, End User shall have no right to use ABBYY Software functionality unless You purchase a new Subscription. Termination or expiration of a Subscription shall not affect validity of Partner Agreement.
If Partner Agreement is terminated by You before Subscription Term expiration date, You shall, to the extent permitted by applicable laws, pay ABBYY any unpaid fees covering the remainder of Subscription Term.
The Subscription renews automatically for additional Subscription Term equal to the expiring Subscription Term and for the same conditions unless renewal is canceled by either You or ABBYY at least 45 (forty-five) days prior to current Subscription Term expiration date by a written notice to the other party, provided that if You cancel renewal of any Subscription for which minimal subscription commitment term was specified in the applicable Invoice before expiration of such minimal subscription commitment term, You shall also pay ABBYY an amount equivalent to the sum of discounts that were applied to Subscription in consideration of Your minimal subscription commitment. The provisions of this section shall not apply if the termination is due to ABBYY’s breach of Partner Agreement or EULA.
Before any renewal term ABBYY may increase the Subscription Fees for up to 3% from the then current Subscription Fees rates for the relevant ABBYY Software with a 60 days’ prior written notice to You.
These Terms form an integral part of and shall prevail over EULA and Partner Agreement with ABBYY Partner (if any).
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, including any Invoice.
If any conflict arises between the terms and conditions of any prior, concurrently or subsequently issued any purchase or sales document, Invoice and these Terms, these Terms shall prevail and control, unless such purchase or sales document or Invoice is signed by both You and ABBYY, directly references the particular conflicting term in these Terms or Partner Agreement and clearly states parties’ mutual intention to derogate from such term of these Terms or Partner Agreement or to apply other terms and conditions to their commercial relationships. Otherwise, such conflicting terms of purchase or sales document or Invoice shall be considered null and void and shall not be enforceable. These Terms shall prevail over any conflicting term of the Partner Agreement and the applicable EULA.
Amendment to these Terms. ABBYY may unilaterally change these Terms effective as of any time, including 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 future orders where respective Invoice is issued after the change to the Terms took effect. ABBYY is not required to notify You about editorial changes.