Subscription Terms

Last updated: 03 December, 2021

These Subscription Terms (“Terms”), available at https://www.abbyy.com/legal/subscription-terms/, the End User License Agreement (“EULA”), and/or Order collectively set forth the terms of subscription, billing and payment procedures for the use of ABBYY Software on a Subscription-based model.

1. Definitions

   1. “ABBYY” means ABBYY legal entity defined in ABBYY’s Invoice, Order or Quote.
   2. “ABBYY Software” means ABBYY software product, in executable format only and not in source code format, identified in Order. The term “ABBYY Software” also includes any and all derivative works thereof or modifications, the documentation for ABBYY Software and any updates or bug fixes to ABBYY Software provided or made available to You by ABBYY for ABBYY Software.
   3. “Balance” means the amount of Volume Units available for processing per Subscription Term. For the purposes of Balance’s calculation one invoice page equals to three A4 Pages.
   4. “Distribution Kit” means a set of files, accompanied by documentation, containing information about certain functions and technology, which is put together according to ABBYY’s rules and is intended for integration into other applications.
   5. “EULA” means the agreement between You and ABBYY governing the use of ABBYY Software by You.
   6. “Invoice” means a written financial document issued by ABBYY 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 and \ or a Subscription shall be made available to You. Invoice shall be issued in accordance with and refer only to these Terms, EULA and relevant Order.
   7. “Order” or “Quote” means a written document issued by ABBYY specifying ABBYY Software to be licensed to You, which includes a description of ABBYY Software, price, payment terms, Subscription Term and other terms and conditions. Once signed or otherwise accepted by both You and ABBYY, each Order shall be incorporated by reference and refer only to these Terms and EULA.
   8. “Protection Key” means a license or security key, security token, or other security code, method, technology, or device, used alone or in combination with, to verify an individual's identity and authorization to access and use the ABBYY Software.
   9. “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, also enables You to integrate certain functions into Your Application.
   10. “Subscription” means (i) Your commitment to pay Subscription Fee(s) to ABBYY in order to use ABBYY Software’s functionality during Subscription Term according to the fees stated in an applicable Order, Quote or/and Invoice agreed and accepted by both You and ABBYY; and (ii) in consideration of such payment, ABBYY’s commitment to make ABBYY Software and technical support (“SMUA”) available to You during Subscription Term.
   11. “Subscription Term” means an auto-renewable time period during which You are entitled to use ABBYY Software functionality and for which you have committed to pay Subscription Fee(s) stated in the applicable Order, Quote, or/and Invoice agreed and accepted by both You and ABBYY. Subscription Term shall commence on the start date specified in applicable Order or Invoice and continue for the term specified therein and any renewals thereto, except as otherwise specified in such Order or Invoice.
   12. “Subscription Fee” means the payment that You make for the right to use ABBYY Software functionality during the Subscription Term.
   13. “Volume Unit” means a document transaction, document, page or other unit of information that is processed using the ABBYY Software.
   14. “You” means person and/or legal entity that obtained ABBYY Software for its own internal use based on EULA.

   15. Ordering, Payment and Fulfilment

       1. You shall pay Subscription Fees for ABBYY Software in the amount stated in Order or Invoice and under the terms as set forth in these Terms and EULA, in accordance with the following scheme:
          1. Ordering
             a) ABBYY may ask You for additional information about Your software Application where SDK is used before accepting of an Order; and if such requested additional information is not provided within the timeframe defined by ABBYY, then ABBYY may reject to provide you a Subscription.
             b) ABBYY may reject any Order at its sole and absolute discretion with or without a cause and with no indemnification obligation to You.
          2. Payment
             a) ABBYY shall Invoice You, stating in Invoice the amount of Subscription Fee(s) and the due date of payment. If You fail to pay Invoice within the due date of payment as specified in Invoice, Order shall be considered as cancelled and no access to ABBYY Software functionality shall be granted to You.
             b) You shall make a pre- or post-payment of Subscription Fee(s) as stated in appropriate Invoice; Quote or Order.
             c) You shall keep and maintain for a period of 4 (four) years relevant records and data related to the pages processed. ABBYY, upon reasonable notice, may inspect such records to confirm the accuracy of Your records in case of dispute. And, if such inspection reveals that pages have been processed in excess by 5 % (five percent) of the purchased amount, You shall pay the cost of such audit(s). You shall also compensate ABBYY for such additional pages. In addition of that if an audit reveals that pages have been processed in excess by 10 % (ten percent) of the purchased amount, ABBYY may impose on You a penalty of up to two (2) times the required yearly Subscription payment in that inspecting year. In other cases, the inspections shall be at ABBYY’s cost and expense.
             d) You shall pay all the fees for ABBYY Software to ABBYY.
             e) The cost of Distribution Kits and Protection Keys is included in Subscription Fee(s) and other fees due and payable by You to ABBYY.
             f) Your payment obligations shall be deemed fulfilled once the amount due is credited to ABBYY’s bank account.
             g) ABBYY Software will be delivered via Internet. ABBYY shall, upon fulfillment of Your payment obligations, send to You by e-mail Internet address from which Distribution Kit and/or Software Keys may be downloaded. ABBYY’s obligations under this paragraph shall be deemed fulfilled upon the receipt of Internet download address and/or Software Keys by You.
             h) All fees are non-cancellable and are non-refundable, except as otherwise provided for herein and unless cancellable or refundable under the applicable laws.

   16. Billing Terms

       1. After You buy a Subscription listed in Order or Invoice, the corresponding amount of Volume Units available for processing will be credited to You. The purchased number of Volume Units is valid during Subscription Term. For SDK products only Volume Units are linked to a particular Application, and Pages are not transferable between different Applications.
       2. Except as otherwise specified in an Order, Subscriptions will automatically renew for additional one year Subscription Term, unless either party gives the other written notice at least 45 (forty-five) days before the end of then-current Subscription Term. Any such notice to ABBYY shall be sent to the email address renewal-cancellation@abbyy.com and contain a reference to your ABBYY Software license number for which Subscription shall not be renewed.
       3. Unused portions of the Subscription Volume Units will not be carried over to the next Subscription Term.
       4. You may upgrade to a higher Subscription level at any time. Starting from the time of the upgrade, Volume Units amount according to the upgraded Subscription will be available for processing. The price of the new upgraded Subscription for the remaining duration of the then-current Subscription Term will be charged on a pro rata basis. The Volume Units of the upgraded Subscription shall be in addition to the previously unused Volume Units and shall be available until termination or expiration of the then-current Subscription Term and on the same terms.
       5. 3.5. You may cancel a Subscription only at the end of the then-current Subscription Term by providing a written cancellation notice to ABBYY before any auto-renewal of the Subscription.
       6. ABBYY will charge You for the subsequent amounts due for amounts in excess of the Volume Units purchased at the end of the Subscription Term unless otherwise mentioned in applicable Order. If you fail to pay these excessive amounts ABBYY Software functionality will not be available for You.

   17. Termination of Subscription

       1. Upon termination or expiration of a particular Subscription, You shall have no right to use ABBYY Software functionality unless You purchase a new Subscription. In case of a Subscription termination or expiration, EULA and Your agreement with ABBYY shall remain in full force and effect unless a) duly terminated by any of the parties, or b) terminated based on other grounds of termination as provided in EULA or by the applicable laws.
       2. If EULA or any active Subscription is terminated by You before Subscription expiration date, You shall, to the extent permitted by applicable laws, pay ABBYY any unpaid fees covering the remainder of Subscription Term. If any discounts were applied to Your Subscription, You shall also pay ABBYY an amount equivalent to the sum of such discount. The provisions of this section shall not apply if the termination is based on ABBYY’s breach.
       3. Before any renewal term ABBYY may increase the Subscription Fees for up to 5% (five percent) from the then current Subscription Fees rates for the relevant ABBYY Software unless otherwise mentioned in the relevant Order or Quote.

   18. Miscellaneous

       1. Order of Prevalence
          a) If any conflict arises between the terms and conditions of any prior, concurrently or subsequently issued Order or Quote, Invoice, EULA and these Terms, the following order of prevalence shall apply (from higher to lower):
          (i) Quote;
          (ii) Order;
          (iii) Invoice;
          (iv) these Terms;
          (v) EULA (provided that EULA shall prevail over these Terms if EULA directly references the particular conflicting term in these Terms and clearly states parties’ mutual intention to derogate from such term of these Terms).
          b) Any additional or conflicting terms or conditions contained on any purchase order, acceptance form or other document issued by You (a "Form") shall not be binding on ABBYY, thus shall be disregarded and have no force and effect unless an amendment to these Terms which clearly states parties’ mutual intention to derogate from a particular section in these Terms is made in writing and signed by both parties. If a Form purports to be conditioned in any manner on agreement to and/or acceptance of any provisions, terms and conditions other than those set forth in Order or Quote, Invoice, EULA and these Terms, then such condition is hereby waived.
       2. Subject to subsection 5.4 below, ABBYY reserves the right to change its Subscription terms, payment or billing methods at any time.
       3. All capitalized terms used in these Terms that are not otherwise expressly defined herein shall have the respective meanings ascribed to such terms in EULA, including any Order and Invoice.
       4. Amendment to these Terms
          a) 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.
          b) ABBYY may unilaterally change these Terms by notifying You with at least 30 (thirty) days’ prior notice before the changes will take effect by either: (A) email; or (B) alerting You via the service interface. If You object to any such change, You must terminate any use of ABBYY Software on a Subscription basis. ABBYY is not required to notify You about editorial changes.